Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | GOLDEN QUEEN MINING CO LTD | |
Entity Central Index Key | 0001025362 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | GQM | |
Entity Common Stock, Shares Outstanding | 300,101,444 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 5,675 | $ 5,725 |
Inventories (Note 4) | 32,984 | 25,031 |
Prepaid expenses and other current assets | 531 | 467 |
Total current assets | 39,190 | 31,223 |
Restricted cash (Note 5) | 1,008 | 1,005 |
Deferred financing cost (Note 13(v)) | 2,659 | 3,314 |
Property, plant, equipment and mineral interests (Note 6) | 134,769 | 135,818 |
Advance minimum royalties | 497 | 497 |
Inventories (Note 4) | 5,279 | 6,913 |
Total Assets | 183,402 | 178,770 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 8,491 | 6,899 |
Interest payable | 1,637 | 773 |
Credit facility (Note 13(v)) | 10,000 | 0 |
Current portion of note payable (Note 13(ii)) | 25,481 | 24,690 |
Current portion of loan payable (Note 7) | 5,381 | 6,578 |
Derivative liabilities (Note 8) | 3,540 | 3,390 |
Total current liabilities | 54,530 | 42,330 |
Credit facility (Note 13(v)) | 0 | 5,000 |
Loan payable (Note 7) | 4,810 | 5,622 |
Asset retirement obligation (Note 9) | 2,966 | 2,497 |
Deferred tax liability | 8,588 | 8,588 |
Total liabilities | 70,894 | 64,037 |
Temporary Equity | ||
Redeemable portion of non-controlling interest (Note 13(iv)) | 24,305 | 24,286 |
Shareholders' Equity | ||
Common shares, no par value, unlimited shares authorized (2018 - unlimited); 300,101,444 (2018 – 300,101,444) shares issued and outstanding (Note 10) | 95,575 | 95,575 |
Additional paid-in capital | 44,029 | 44,002 |
Deficit accumulated | (97,859) | (95,559) |
Total shareholders' equity attributable to GQM Ltd. | 41,745 | 44,018 |
Non-controlling interest (Note 13(iv)) | 46,458 | 46,429 |
Total Shareholders' Equity | 88,203 | 90,447 |
Total Liabilities, Temporary Equity and Shareholders' Equity | $ 183,402 | $ 178,770 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized, Unlimited | Unlimited | Unlimited |
Common Stock, Shares, Issued | 300,101,444 | 300,101,444 |
Common Stock, Shares, Outstanding | 300,101,444 | 300,101,444 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | ||
Metal Sales | $ 16,979 | $ 9,585 |
Cost of Sales | ||
Direct mining costs | (12,284) | (13,016) |
Depreciation and depletion (Note 6) | (2,566) | (2,976) |
Accretion expense | (52) | (42) |
Income (Loss) from mine operations | 2,077 | (6,449) |
General and administrative expenses (Note 11) | (1,832) | (1,254) |
Operating income (loss) | 245 | (7,703) |
Other income (expenses) | ||
(Loss) gain on derivative instruments (Note 8) | (150) | 138 |
Finance expense (Note 13(iii)) | (2,420) | (1,533) |
Interest income | 73 | 35 |
Total other income (expenses) | (2,497) | (1,360) |
Net and comprehensive loss for the period | (2,252) | (9,063) |
Less: Net and comprehensive (income) loss attributable to the non-controlling interest for the period (Note 13(iv)) | (48) | 3,646 |
Net and comprehensive loss attributable to Golden Queen Mining Co Ltd. for the period | $ (2,300) | $ (5,417) |
Loss per share – basic (Note 12) | $ (0.01) | $ (0.03) |
Loss per share – diluted (Note 12) | $ (0.01) | $ (0.03) |
Weighted average number of common shares outstanding -basic | 300,101,444 | 188,829,263 |
Weighted average number of common shares outstanding - diluted | 300,101,444 | 188,829,263 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Shareholders' Equity, Non-controlling Interest and Redeemable Portion of Non-controlling Interest - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Deficit Accumulated [Member] | Total Shareholders' Equity attributable to GQM Ltd [Member] | Non-controlling Interest [Member] | Redeemable Portion of Non-controlling Interest [Member] |
Balance at Dec. 31, 2017 | $ 62,800 | $ 71,126 | $ 43,853 | $ (88,500) | $ 26,479 | $ 36,321 | $ 24,214 |
Balance (in shares) at Dec. 31, 2017 | 111,148,683 | ||||||
Issuance of common shares (Note 10) | 24,368 | $ 24,368 | 0 | 0 | 24,368 | 0 | 0 |
Issuance of common shares (Note 10) (in shares) | 188,952,761 | ||||||
Capital contribution from non-controlling interest | 10,000 | $ 0 | 0 | 0 | 0 | 10,000 | 0 |
Stock-based compensation | 45 | 0 | 45 | 0 | 45 | 0 | 0 |
Net loss for the period | (7,605) | 0 | 0 | (5,417) | (5,417) | (2,188) | (1,458) |
Balance at Mar. 31, 2018 | 89,608 | $ 95,494 | 43,898 | (93,917) | 45,475 | 44,133 | 22,756 |
Balance (in shares) at Mar. 31, 2018 | 300,101,444 | ||||||
Balance at Dec. 31, 2018 | 90,447 | $ 95,575 | 44,002 | (95,559) | 44,018 | 46,429 | 24,286 |
Balance (in shares) at Dec. 31, 2018 | 300,101,444 | ||||||
Stock-based compensation | 27 | $ 0 | 27 | 0 | 27 | 0 | 0 |
Net loss for the period | (2,271) | 0 | 0 | (2,300) | (2,300) | 29 | 19 |
Balance at Mar. 31, 2019 | $ 88,203 | $ 95,575 | $ 44,029 | $ (97,859) | $ 41,745 | $ 46,458 | $ 24,305 |
Balance (in shares) at Mar. 31, 2019 | 300,101,444 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Operating Activities | |||
Net loss for the period | $ (2,252) | $ (9,063) | |
Adjustment to reconcile net loss to cash used in operating activities: | |||
Depreciation and depletion | 2,566 | 2,976 | |
Amortization of debt discount and interest accrual | 1,473 | 555 | |
Accretion expense | 52 | 42 | |
Change in fair value of derivative liabilities (Note 8) | 150 | (138) | |
Stock based compensation | 27 | 45 | |
Unrealized foreign exchange gain | (3) | (43) | |
Changes in non-cash working capital items: | |||
Prepaid expenses & other current assets | (64) | 14 | |
Inventory | (5,388) | (900) | |
Accounts payable & accrued liabilities | 1,595 | (1,595) | |
Interest payable | 837 | 713 | |
Cash used in operating activities | (1,007) | (7,394) | |
Investment activities: | |||
Additions to property, plant, equipment and mineral interests | (2,031) | (2,071) | |
Cash used in investing activities | (2,031) | (2,071) | |
Financing activity: | |||
Issuance of common shares (Note 10) | 0 | 24,368 | |
Proceeds from credit facility | 5,000 | 0 | |
Repayment of credit facility | 0 | (3,000) | |
Repayments of loan payable (Note 7) | (2,009) | (1,898) | |
Repayments of note payable and accrued interest (Note 13(ii)) | 0 | (4,712) | |
Capital contribution from non-controlling interest | 0 | 10,000 | |
Cash generated from financing activities | 2,991 | 24,758 | |
Net change in cash, cash equivalents and restricted cash | (47) | 15,293 | |
Cash, cash equivalents and restricted cash, beginning balance | 6,730 | 2,937 | $ 2,937 |
Cash, cash equivalents and restricted cash, ending balance | 6,683 | 18,230 | $ 6,730 |
Supplementary Disclosure of Cash Flow Information | |||
Interest on loan and note payable | 109 | 235 | |
Non-cash financing and investing activities: | |||
Asset retirement costs charged to mineral property interests | 417 | 349 | |
Mining equipment acquired through issuance of debt | 0 | 514 | |
Mineral property expenditures included in accounts payable | 0 | 165 | |
Extension fee added to principal balance | 75 | 0 | |
Non-cash amortization of discount and interest expense | $ 1,473 | $ 555 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | 1. Nature of Business Golden Queen Mining Co. Ltd. (“Golden Queen”, “GQM Ltd.” or the “Company”) is engaged in the operation of the Soledad Mountain Mine (“the Mine”), located in the Mojave Mining District, Kern County, California. The Company owns 50% of Golden Queen Mining Company, LLC (“GQM LLC”), the operator of the Mine. The remaining 50% is owned by Gauss LLC (“Gauss”). |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation [Text Block] | 2. Basis of Presentation and Going Concern These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) applicable to going concern. The accounting policies followed in preparing these condensed consolidated interim financial statements are those used by the Company as set out in the audited consolidated financial statements for the year ended December 31, 2018 other than noted below. Certain information and note disclosures normally included for annual consolidated financial statements prepared in accordance with US GAAP have been omitted. These unaudited condensed consolidated interim financial statements should be read together with the audited consolidated financial statements of the Company for the year ended December 31, 2018. In the opinion of Management, all adjustments considered necessary (including reclassifications and normal recurring adjustments) to present fairly the financial position, results of operations and cash flows as at March 31, 2019 and for all periods presented, have been included in these unaudited condensed consolidated interim financial statements. The interim results are not necessarily indicative of results for the full year ending December 31, 2019, or future operating periods. The Company’s access to the net assets of GQM LLC is determined by the Board of Managers of GQM LLC. The Board of Managers is not controlled by the Company and therefore there is no guarantee that any access to the net assets of GQM LLC would be provided to the Company in order to continue as a going concern. The Board of Managers of GQM LLC determine when and if distributions from GQM LLC are made to the holders of its membership units at their sole discretion. Under the terms of the Note Payable, the Company was originally required to pay the following amounts to the Clay Group on the following dates: $1.7 million of interest and principal on January 1, 2019, $3.9 million of interest and principal on April 1, 2019 and $21.7 million of interest and principal on May 21, 2019. On December 27, 2018, the Company and the Clay Group agreed to postpone the January 1, 2019 payment of $1.7 million of interest and principal until February 1, 2019 for a restructuring fee of $125. On January 31, 2019, the Company and the Clay Group agreed to an additional extension to our 50% ownership in Soledad Mountain (see Note 16). As at March 31, 2019, the Company had a working capital deficit of $15.3 million and during the three months ended March 31, 2019, the cash used in operating activities was $1.0 million. The Company is currently unable to repay the interest and principal payments due on the November 2017 Loan. The Company relies on cash distributions from GQM LLC to service its debt and such distributions are contingent on GQM LLC’s ability to generate positive cash flows. The Company reviewed the 2019 budget and Life of Mine Plan and the results for the three months ended March 31, 2019 and has determined it is unlikely it will receive sufficient distributions from GQM LLC to service its debt in early 2019. This situation raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated interim financial statements do not reflect adjustments to the carrying values of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used, that would be necessary if the company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material. |
Summary of Accounting Policies
Summary of Accounting Policies and Estimates and Judgements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 3. Summary of Accounting Policies and Estimates and Judgements The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and judgements have been made by Management in several areas including the accounting for the joint venture transaction and determination of the temporary and permanent non-controlling interest, the recoverability of mineral properties interests, royalty obligations, inventory valuation, asset retirement obligations, and derivative liability – warrants. Actual results could differ from those estimates. New Accounting Pronouncements Adopted (i) February 2016, FASB issued ASC 842 that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or operating, with the classification determining the pattern of expense recognition in the income statement. The ASU was effective for annual and interim periods beginning January 1, 2019 and is applicable on a modified retrospective basis. The Company adopted the guidance effective January 1, 2019 and has applied the guidance on a modified retrospective basis. There was an immaterial impact on the financial statements from adoption of this guidance. Not Yet Adopted None |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory, Net [Abstract] | |
Inventory Disclosure [Text Block] | 4. Inventories Inventories consist primarily of production from the Company’s operation, in varying stages of the production process and supplies and spare parts, all of which are presented at the lower of cost or net realizable value. Inventories of the Company are comprised of: March 31, 2019 December 31, 2018 Stockpile inventory $ 10,353 $ 6,913 In-process inventory 24,149 21,607 Dore inventory 892 761 Supplies and spare parts 2,869 2,663 $ 38,263 $ 31,944 Current portion $ 32,984 $ 25,031 Non-current portion $ 5,279 $ 6,913 The rate of recovery of gold and silver from the leach pad is a significant area of estimation. Whilst inventory is shown as a current asset it is probable that some portion of the gold and silver on the leach pad will be recovered more than a year from the balance sheet date, depending on the length of the leaching cycle and on management's strategy for optimizing the recovery from the leach pad. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Restricted Assets Disclosure [Text Block] | 5. Restricted Cash The Company’s restricted cash consists of the following : March 31, 2019 December 31, 2018 Certificate of Deposit $ 1,008 $ 1,005 The surety required a certificate of deposit to bond reclamation requirements of regulatory agencies. (see Note 9) |
Property, Plant, Equipment and
Property, Plant, Equipment and Mineral Interests | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Property, Plant, Equipment and Mineral Interests Property, plant and equipment and mineral interests, are depreciated and depleted using either the units-of-production or straight-line method over the shorter of the estimated useful life of the asset or the expected life of mine. Assets under construction in progress are recorded at cost and re-allocated to its corresponding category when they become available for use. Land Mineral property interest and claims Mine development Machinery and equipment Buildings and infrastructure Construction in progress Interest capitalized Total Cost At December 31, 2017 $ 3,969 $ 5,280 $ 50,773 $ 70,066 $ 28,397 $ 54 $ 5,886 $ 164,425 Additions 173 5 492 - - 6,902 - 7,572 Transfers (5 ) 550 711 5,375 48 (6,679 ) - - Disposals - - - (213 ) - - - (213 ) At December 31, 2018 $ 4,137 $ 5,835 $ 51,976 $ 75,228 $ 28,445 $ 277 $ 5,886 $ 171,784 Additions 132 - 416 89 - 1,862 - 2,499 Disposals - - - - (50 ) - - (50 ) At March 31, 2019 $ 4,269 $ 5,835 $ 52,392 $ 75,317 $ 28,395 $ 2,139 $ 5,886 $ 174,233 Accumulated depreciation and depletion At December 31, 2017 $ - $ 328 $ 3,415 $ 13,353 $ 5,010 $ - $ 471 $ 22,577 Additions - 278 2,682 7,789 2,357 - 430 13,536 Disposals - - - (147 ) - - - (147 ) At December 31, 2018 $ - $ 606 $ 6,097 $ 20,995 $ 7,367 $ - $ 901 $ 35,966 Additions - 55 772 1,981 582 - 108 3,498 At March 31, 2019 $ - $ 661 $ 6,869 $ 22,976 $ 7,949 $ - $ 1,009 $ 39,464 Carrying values At December 31, 2018 $ 4,137 $ 5,229 $ 45,879 $ 54,233 $ 21,078 $ 277 $ 4,985 $ 135,818 At March 31, 2019 $ 4,269 $ 5,174 $ 45,523 $ 52,341 $ 20,446 $ 2,139 $ 4,877 $ 134,769 |
Loan Payable
Loan Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 7. Loan Payable As at March 31, 2019 and December 31, 2018, equipment financing balances are as follows: March 31, 2019 December 31, 2018 Balance, beginning of the period $ 12,200 $ 17,243 Additions - 3,751 Principal repayments (2,009 ) (8,156 Down payments and taxes - (638 ) Balance, end of the period $ 10,191 $ 12,200 Current portion $ 5,381 $ 6,578 Non-current portion $ 4,810 $ 5,622 The terms of the equipment financing agreements are as follows: March 31, 2019 December 31, 2018 Total acquisition costs $ 39,443 $ 39,443 Interest rates 0.00% ~ 4.50% 0.00% ~ 4.50% Monthly payments $ 5 ~ 74 $ 5 ~ 74 Average remaining life (years) 1.27 1.27 For the three months ended March 31, 2019, the Company made total down payments of $nil (December 31, 2018 – $638). The down payments consisted of the sales tax on the assets and a 10% payment of the pre-tax purchase price. All of the loan agreements are for a term of four years, except two which are for three years, and are secured by the underlying asset. The following table outlines the principal payments to be made for each of the remaining years: Years Principal Payments 2019 $ 4,220 2020 3,204 2021 2,184 2022 583 Total $ 10,191 |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Fair Value [Text Block] | 8. Derivative Liabilities Share Purchase Warrants The Company has 10,000,000 share purchase warrants outstanding exercisable at $0.7831 per share and 8,000,000 share purchase warrants outstanding exercisable at $0.665 per share (the “Clay Group share purchase warrants”). The Company has an additional 6,317,700 share purchase warrants outstanding with an exercise price of C$2.00 per share. 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 March 31, 2019 was $63 (December 31, 2018 – $ 76 Warrants derivative liabilities March 31, December 31, Risk-free interest rate 1.37 % 1.37 % Expected life of derivative liability 1.44 years 1.69 years Expected volatility 173.18 % 93.96 % Dividend rate 0.00 % 0.00 % GQM LLC Warrants (Note 13(v)) In connection with the 2018 Credit Facility (Note 14(v)), GQM LLC 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 related to the warrants as at March 31, 2019 was $3,477 (December 31, 2018 - $3,314). The derivative liability was calculated using the Black-Scholes pricing valuation model. GQM LLC Warrants derivative liability March 31, 2019 December 31, 2018 Risk-free interest rate 2.23 % 2.65 % Expected life of derivative liability 4.75 years 4.89 years Expected volatility 20.00 % 20.00 % Dividend rate 0.00 % 0.00 % The change in the derivative liabilities is as follows: March 31, 2019 December 31, 2018 Balance, beginning of the period $ 3,390 $ 441 GQM LLC Warrants (Note 13(v)) - 3,314 Change in fair value 150 (365 ) Balance, end of the period $ 3,540 $ 3,390 |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation Disclosure [Text Block] | 9. Asset Retirement Obligations Reclamation Financial Assurance GQM LLC is required to provide the Bureau of Land Management, the State Office of Mine Reclamation and Kern County with a revised reclamation cost estimate annually. The financial assurance is adjusted once the cost estimate is approved. This estimate, once approved by state and county authorities, forms the basis of reclamation financial assurance. The reclamation assurance provided as at March 31, 2019 was $1,749 (December 31, 2018 – $1,749). GQM LLC is also required to provide financial assurance with the Lahontan Regional Water Quality Control Board (the “Regional Board”) for closure and reclamation costs related to the lined impoundments, which are defined as the Stage 1 and Stage 2 heap leach pads, the overflow pond, and the solution collection channel. The reclamation financial assurance estimate as at March 31, 2019 was $2,450 (December 31, 2018 – $2,450). In addition to the above, GQM LLC is required to obtain and maintain financial assurance for initiating and completing corrective action and remediation of a reasonably foreseeable release from the Project’s waste management units as required by the Regional Board. The reclamation financial assurance estimate as at March 31, 2019 is $320 (December 31, 2018 – $278). As at March 31, 2019 GQM LLC had entered into $5,507 (December 31, 2018 – $4,921) in surety bond agreements in order to release its reclamation deposits and a bond for power of $443 (December 31, 2018 - $443). GQM LLC pays a yearly premium of $100 (2018 – $100). Golden Queen Ltd. has provided a corporate guarantee on the surety bonds. In addition, a certificate of deposit for $1,000 was posted as collateral to reclamation bonding in 2018. Asset Retirement Obligation The total asset retirement obligation as at March 31, 2019 was $2,966 (December 31, 2018 – $2,497). The Company estimated its asset retirement obligations based on its understanding of the requirements to reclaim and remediate its property based on its activities to date. As at March 31, 2019, the Company estimates the cash outflow related to these reclamation activities will be incurred in 2029. Reclamation provisions are measured at the expected value of future cash flows discounted to their present value using a discount rate based on a credit adjusted risk-free interest rate of 7.9% and an inflation rate of 2.4%. The following is a summary of asset retirement obligations: March 31, 2019 December 31, 2018 Balance, beginning of the period $ 2,497 $ 1,838 Accretion 52 167 Changes in cash flow estimates 417 492 Balance, end of the period $ 2,966 $ 2,497 |
Share Capital
Share Capital | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 10. Share Capital The Company’s common shares outstanding are no par value, voting shares with no preferences or rights attached to them. Common shares On February 22, 2018, the Company closed a rights offering and issued 188,952,761 shares for total gross proceeds of $25,036. The Company paid associated fees of $587 which were classified as share issue costs. Stock options The Company’s current stock option plan (the “Plan”) was adopted by the Company in 2013 and approved by shareholders of the Company in 2013 . The Plan provides a fixed number of 7,200,000 common shares of the Company that may be issued pursuant to the grant of stock options. The exercise price of stock options granted under the Plan shall be determined by the Company’s Board of Directors (the “Board”) but shall not be less than the volume-weighted, average trading price of the Company’s shares on the Toronto Stock Exchange (“TSX”) for the five (5) trading days immediately prior to the date of the grant. The expiry date of a stock option shall be the date so fixed by the Board subject to a maximum term of five (5) years. The Company has elected to use the Black-Scholes option pricing model to determine the fair value of stock options granted. The compensation expense is amortized on a straight-line basis over the requisite service period, which approximates the vesting period. The following is a summary of stock option activity during the three months ended March 31, 2019 and the year ended December 31, 2018: Shares Weighted Average Exercise Price per Share Options outstanding, December 31, 2017 2,600,001 $ 0.54 Options forfeited (75,000 ) $ 0.29 Options expired (200,000 ) $ 1.48 Options outstanding, March 31, 2019 and December 31, 2018 2,325,001 $ 0.46 During the three months ended March 31, 2019, the Company recognized $27 (2018 - $45) in stock-based compensation relating to the vesting of employee stock options. The following table summarizes information about stock options outstanding and exercisable as at March 31, 2019: Expiry Date Number Outstanding Number Exercisable Remaining Contractual Life (years) Exercise Price September 8, 2020 430,000 430,000 1.44 $ 0.58 November 30, 2021 365,000 243,332 2.67 $ 0.66 March 20, 2022 400,002 266,668 2.97 $ 0.65 October 20, 2022 1,129,999 376,666 3.56 $ 0.29 2,325,001 1,316,666 2.91 As at March 31, 2019, the aggregate intrinsic value of the outstanding exercisable options was $nil (December 31, 2018 – $nil). Warrants As at March 31, 2019, 24,317,700 The following table summarizes information about share purchase warrants outstanding as at March 31, 2019: Expiry Date Number Outstanding Remaining Contractual Life (years) Exercise Price June 8, 2020 10,000,000 1.19 $ 0.7831 July 25, 2019 (1) 6,317,700 0.32 C$ 2.0000 November 18, 2021 8,000,000 2.64 $ 0.6650 24,317,700 1.44 (1) Non-tradable share purchase warrants. In addition, as at March 31, 2019, the Company had 21,486 GQM LLC Warrants (Note 13(v)) outstanding, 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. |
General and Administrative Expe
General and Administrative Expenses | 3 Months Ended |
Mar. 31, 2019 | |
General and Administrative Expense [Abstract] | |
General and Administrative Expenses [Text Block] | 11. General and Administrative Expenses General and administrative expenses are incurred to support the administration of the business that are not directly related to production. Significant components of general and administrative expenses are comprised of the following: Three Months Ended March 31, Three Months Ended March 31, 2019 2018 Audit, legal and professional fees $ 103 $ 240 Salaries and benefits and director fees 799 503 Regulatory fees and licenses 25 79 Insurance 171 139 Corporate administration 268 293 Transaction costs (Note 16) 466 - $ 1,832 $ 1,254 |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 12. Loss Per Share Three Months Ended March 31, Three Months Ended March 31, 2019 2018 Numerator: Net loss attributable to the shareholders of the Company - numerator for basic and diluted loss per share $ (2,300 ) $ (5,417 ) Denominator: Weighted average number of common shares outstanding -basic and diluted 300,101,444 188,829,263 Loss per share – basic and diluted $ (0.01 ) $ (0.03 ) Weighted average number of shares for the three months ended March 31, 2019 excludes 2,325,001 options (December 31, 2018 – 2,325,001) and 24,317,700 warrants (December 31, 2018 – 24,317,700) that were antidilutive. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 13. 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 three months ended March 31, 2019, the Company recognized $361 (2018 – $195) salaries and fees for Officers and Directors. (ii) Note Payable As at December 31, 2018, The Company had a loan with the Clay Group with a principal balance of $25,625 (the “Clay Group Loan”). The Clay Group Loan had principal and accrued interest due as follows: $1.7 million of principal and accrued interest on January 1, 2019; $3.9 million of principal and accrued interest on April 1, 2019; and the balance due on May 21, 2019. On December 27, 2018, the Company and the Clay Group agreed to amend the Clay Group Loan, extending the due date of $1.7 million 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. On February 1, 2019, the due date was extended to February 8, 2019 for an extension fee of $75 that was added to the principal amount owing. On February 8, 2019, the due dates of principal and interest on the Clay Group Loan were extended until completion of the proposed transaction (Note 16). The amendments were accounted for as debt modifications. The following table summarizes activity on the notes payable: March 31, 2019 December 31, 2018 Balance, beginning of the year $ 24,690 $ 30,099 Accretion of discount on loans 526 2,040 Capitalized financing, extension and legal fees (75 ) (125 ) Extension fee added to principal 75 125 Accretion of capitalized financing, extension and legal fees 265 262 Repayment of loans and interest - (7,711 Balance, end of the year $ 25,481 $ 24,690 Current portion $ 25,481 $ 24,690 Non-current portion $ - $ - (iii) Amortization of Discounts and Interest Expense The following table summarizes the amortization of discount and interest on loans: Three Months Ended March 31, Three Months Ended March 31, 2019 2018 Accretion of the Clay Group Loan discount $ 526 $ 490 Accretion of capitalized financing and legal fees 265 65 Amortization of deferred financing fees 655 - Interest expense related to the Clay Group Loan 658 713 Interest expense related to the 2018 Credit Facility 180 - Closing and commitment fees related to credit facilities 27 30 Interest expense related to Komatsu financial loans (1) 109 235 Accretion of discount and interest on loan $ 2,420 $ 1,533 (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 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: March 31, 2019 December 31, 2018 Assets, GQM LLC $ 176,635 $ 171,334 Liabilities, GQM LLC (24,782 ) (29,904 ) Net assets, GQM LLC $ 151,853 $ 141,430 Included in the assets above, is $4,713 (December 31, 2018 – $4,149) in cash held by GQM LLC which is directed specifically to fund capital expenditures required to continue with production and to settle GQM LLC’s obligations. 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 $5,507 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. Three Months Ended March 31, Three Months Ended March 31, 2019 2018 Net and comprehensive income (loss) in GQM LLC $ 95 $ (7,294 ) Non-controlling interest percentage 50 % 50 % Net and comprehensive income (loss) attributable to non-controlling interest $ 48 $ (3,646 ) Net and comprehensive income (loss) attributable to permanent non-controlling interest $ 29 $ (2,188 ) Net and comprehensive income (loss) attributable to temporary non-controlling interest $ 19 $ (1,458 ) Permanent Non-Controlling Interest Temporary Non-Controlling Interest Carrying value of non-controlling interest, December 31, 2017 $ 36,321 $ 24,214 Capital contribution 10,000 - Net and comprehensive income for the year 108 72 Carrying value of non-controlling interest, December 31, 2018 $ 46,429 $ 24,286 Net and comprehensive income for the period 29 19 Carrying value of non-controlling interest, March 31, 2019 $ 46,458 $ 24,305 (v) Credit Facility On October 12, 2018, GQM LLC entered into an agreement with Gauss Holdings LLC and Auvergne LLC (the “Lenders”) whereby 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 March 31, 2019, GQM LLC had drawn $10,000 (December 31, 2018 - $ 5,000 accrued interest of $327 121 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 (Note 8). The fair value of GQM LLC Warrants at the issuance date of $3,314 is accounted for as a finance cost and amortized to the statement of loss over the term of the 2018 Credit Facility. During the three months ended March 31, 2019, the Company recorded amortization expense of $ 655 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 14. Commitments and Contingencies Royalties The Company has acquired a number of mineral property interests outright. It has acquired exclusive rights to explore, develop and mine other portions of the Mine under various mining lease agreements with landowners. Royalty amounts due to each landholder over the life of the Mine vary with each property. Compliance with Environmental Regulations The Company’s exploration and development activities are subject to laws and regulations controlling not only the exploration and mining of mineral properties, but also the effect of such activities on the environment. Compliance with such laws and regulations may necessitate additional capital outlays or affect the economics of a mine, and cause changes or delays in the Company’s activities. Corporate Guaranties The Company has provided corporate guaranties for two of GQM LLC’s mining drill loans. The Company has also provided a corporate guaranty for GQM LLC’s surety bonds. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 15. Financial Instruments Fair Value Measurements All financial assets and financial liabilities are recorded at fair value on initial recognition. Transaction costs are expensed when they are incurred, unless they are directly attributable to the acquisition of qualifying assets, in which case they are added to the costs of those assets until such time as the assets are substantially ready for their intended use or sale. The three levels of the fair value hierarchy are as follows: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). March 31, 2019 Total Level 1 Level 2 Level 3 Liabilities: Share purchase warrants – Related Party (see Note 8) $ 63 $ - $ 63 $ - GQM LLC Warrants – Related Party (see Note 8) 3,477 - 3,477 - $ 3,540 $ - $ 3,540 $ - December 31, 2018 Total Level 1 Level 2 Level 3 Liabilities: Share purchase warrants – Related Party (see Note 8) $ 76 $ - $ 76 $ - GQM LLC Warrants – Related Party (see Note 8) 3,314 - 3,314 - $ 3,390 $ - $ 3,390 $ - Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The fair value measurement of the financial instruments above use observable inputs in option price models such as the binomial and the Black-Scholes valuation models. Credit Risk Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its obligations. To mitigate exposure to credit risk on financial assets the Company has established policies to ensure liquidity of funds and ensure counterparties demonstrate minimum acceptable credit worthiness. The Company maintains its US Dollar and Canadian Dollar cash in bank accounts with major financial institutions with high credit standings. Cash deposits held in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) for up to $250 and Canadian Dollar cash deposits held in Canada are insured by the Canada Deposit Insurance Corporation (“CDIC”) for up to C$100. Certain United States and Canadian bank accounts held by the Company exceed these federally insured limits or are uninsured as they relate to US Dollar deposits held in Canadian financial institutions. As at March 31, 2019, the Company’s cash balances held in United States and Canadian financial institutions include $4,713, which are not fully insured by the FDIC or CDIC. The Company has not experienced any losses on such accounts and management believes that using major financial institutions with high credit ratings mitigates the credit risk in cash. Interest Rate Risk The Company holds approximately its cash in bank deposit accounts with major financial institutions. The interest rates received on these balances may fluctuate with changes in economic conditions. Based on the average cash balances during the three months ended March 31, 2019, a 1% decrease in interest rates would have reduced the interest income for the three months ended March 31, 2019, by an immaterial amount. Foreign Currency Exchange Risk Certain purchases of corporate overhead items are denominated in Canadian Dollar. As a result, currency exchange fluctuations may impact the costs of operations. Specifically, the appreciation of the Canadian Dollar against the US Dollar may result in an increase in the Canadian operating expenses in US dollar terms. As at March 31, 2019, the Company maintained the majority of its cash balance in US Dollars. The Company currently does not engage in any currency hedging activities. |
Proposed Transaction
Proposed Transaction | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Proposed Transaction | 16. Proposed Transaction On February 9, 2019, the Company announced that it had entered into a binding share purchase agreement with a group of purchasers including Thomas M. Clay and certain members of the Clay family and associated entities (the “Purchaser”), whereby the Purchaser will acquire 100% of the Company’s 50% ownership interest in the Soledad Mountain Project (the “Transaction”). The consideration from the Purchasers is comprised of (1) $4.25 million in cash; (2) the extinguishment of all amounts owing to the Purchasers by the Company under Clay Group Loan (Note 13(ii)); and (3) the cancellation of all of the Purchasers’ ownership interest in the Company (consisting of 177,701,229 Shares, 457,500 options and 18,000,000 share purchase warrants). In addition, the Purchasers may pay a contingent payment to the Company if the Soledad Mountain Project is subsequently sold or transferred to a third party in certain circumstances. The Company incurred $466 of costs relating to the Transaction during the three months ended March 31, 2019. The transaction is subject to the approval of the shareholders of the Company. The shareholders will vote on the transaction at the Annual General and Special meeting to be held on May 13, 2019. All payments of interest and principal on the Clay Group Loan (Note 13(ii)) are not due until completion of the proposed Transaction. If the shareholders vote against the Transaction, then the Clay Group Loan principal and accrued interest will be due immediately. Under this scenario, should the Company be unable to negotiate an extension to the Clay Group Loan, the independent directors and management will have no alternative but to pursue a reorganization or, at worst, bankruptcy, where the likely outcome for shareholders is the total loss of equity value. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 17. Subsequent Events Subsequent to March 31, 2019, GQM LLC drew an additional $5,000 from the 2018 Credit Facility (Note 13(v)). |
Summary of Accounting Policie_2
Summary of Accounting Policies and Estimates and Judgements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements Adopted (i) February 2016, FASB issued ASC 842 that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or operating, with the classification determining the pattern of expense recognition in the income statement. The ASU was effective for annual and interim periods beginning January 1, 2019 and is applicable on a modified retrospective basis. The Company adopted the guidance effective January 1, 2019 and has applied the guidance on a modified retrospective basis. There was an immaterial impact on the financial statements from adoption of this guidance. Not Yet Adopted None |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory, Net [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories of the Company are comprised of: March 31, 2019 December 31, 2018 Stockpile inventory $ 10,353 $ 6,913 In-process inventory 24,149 21,607 Dore inventory 892 761 Supplies and spare parts 2,869 2,663 $ 38,263 $ 31,944 Current portion $ 32,984 $ 25,031 Non-current portion $ 5,279 $ 6,913 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Restricted Cash [Abstract] | |
Restrictions on Cash and Cash Equivalents [Table Text Block] | The Company’s restricted cash consists of the following : March 31, 2019 December 31, 2018 Certificate of Deposit $ 1,008 $ 1,005 |
Property, Plant, Equipment an_2
Property, Plant, Equipment and Mineral Interests (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Land Mineral property interest and claims Mine development Machinery and equipment Buildings and infrastructure Construction in progress Interest capitalized Total Cost At December 31, 2017 $ 3,969 $ 5,280 $ 50,773 $ 70,066 $ 28,397 $ 54 $ 5,886 $ 164,425 Additions 173 5 492 - - 6,902 - 7,572 Transfers (5 ) 550 711 5,375 48 (6,679 ) - - Disposals - - - (213 ) - - - (213 ) At December 31, 2018 $ 4,137 $ 5,835 $ 51,976 $ 75,228 $ 28,445 $ 277 $ 5,886 $ 171,784 Additions 132 - 416 89 - 1,862 - 2,499 Disposals - - - - (50 ) - - (50 ) At March 31, 2019 $ 4,269 $ 5,835 $ 52,392 $ 75,317 $ 28,395 $ 2,139 $ 5,886 $ 174,233 Accumulated depreciation and depletion At December 31, 2017 $ - $ 328 $ 3,415 $ 13,353 $ 5,010 $ - $ 471 $ 22,577 Additions - 278 2,682 7,789 2,357 - 430 13,536 Disposals - - - (147 ) - - - (147 ) At December 31, 2018 $ - $ 606 $ 6,097 $ 20,995 $ 7,367 $ - $ 901 $ 35,966 Additions - 55 772 1,981 582 - 108 3,498 At March 31, 2019 $ - $ 661 $ 6,869 $ 22,976 $ 7,949 $ - $ 1,009 $ 39,464 Carrying values At December 31, 2018 $ 4,137 $ 5,229 $ 45,879 $ 54,233 $ 21,078 $ 277 $ 4,985 $ 135,818 At March 31, 2019 $ 4,269 $ 5,174 $ 45,523 $ 52,341 $ 20,446 $ 2,139 $ 4,877 $ 134,769 |
Loan Payable (Tables)
Loan Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule Of Loans Payable [Table Text Block] | As at March 31, 2019 and December 31, 2018, equipment financing balances are as follows: March 31, 2019 December 31, 2018 Balance, beginning of the period $ 12,200 $ 17,243 Additions - 3,751 Principal repayments (2,009 ) (8,156 Down payments and taxes - (638 ) Balance, end of the period $ 10,191 $ 12,200 Current portion $ 5,381 $ 6,578 Non-current portion $ 4,810 $ 5,622 |
Schedule of Long-term Debt Instruments [Table Text Block] | The terms of the equipment financing agreements are as follows: March 31, 2019 December 31, 2018 Total acquisition costs $ 39,443 $ 39,443 Interest rates 0.00% ~ 4.50% 0.00% ~ 4.50% Monthly payments $ 5 ~ 74 $ 5 ~ 74 Average remaining life (years) 1.27 1.27 |
Schedule of Maturities of Long-term Debt [Table Text Block] | The following table outlines the principal payments to be made for each of the remaining years: Years Principal Payments 2019 $ 4,220 2020 3,204 2021 2,184 2022 583 Total $ 10,191 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The derivative liabilities were calculated using the Black-Scholes pricing valuation model with the following weighted average assumptions: Warrants derivative liabilities March 31, December 31, Risk-free interest rate 1.37 % 1.37 % Expected life of derivative liability 1.44 years 1.69 years Expected volatility 173.18 % 93.96 % Dividend rate 0.00 % 0.00 % GQM LLC Warrants derivative liability March 31, 2019 December 31, 2018 Risk-free interest rate 2.23 % 2.65 % Expected life of derivative liability 4.75 years 4.89 years Expected volatility 20.00 % 20.00 % Dividend rate 0.00 % 0.00 % |
Schedule of Derivative Liability for Share Purchase Warrants [Table Text Block] | The change in the derivative liabilities is as follows: March 31, 2019 December 31, 2018 Balance, beginning of the period $ 3,390 $ 441 GQM LLC Warrants (Note 13(v)) - 3,314 Change in fair value 150 (365 ) Balance, end of the period $ 3,540 $ 3,390 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligation [Table Text Block] | The following is a summary of asset retirement obligations: March 31, 2019 December 31, 2018 Balance, beginning of the period $ 2,497 $ 1,838 Accretion 52 167 Changes in cash flow estimates 417 492 Balance, end of the period $ 2,966 $ 2,497 |
Share Capital (Tables)
Share Capital (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following is a summary of stock option activity during the three months ended March 31, 2019 and the year ended December 31, 2018: Shares Weighted Average Exercise Price per Share Options outstanding, December 31, 2017 2,600,001 $ 0.54 Options forfeited (75,000 ) $ 0.29 Options expired (200,000 ) $ 1.48 Options outstanding, March 31, 2019 and December 31, 2018 2,325,001 $ 0.46 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block] | The following table summarizes information about stock options outstanding and exercisable as at March 31, 2019: Expiry Date Number Outstanding Number Exercisable Remaining Contractual Life (years) Exercise Price September 8, 2020 430,000 430,000 1.44 $ 0.58 November 30, 2021 365,000 243,332 2.67 $ 0.66 March 20, 2022 400,002 266,668 2.97 $ 0.65 October 20, 2022 1,129,999 376,666 3.56 $ 0.29 2,325,001 1,316,666 2.91 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other Than Options, Outstanding and Exercisable [Table Text Block] | The following table summarizes information about share purchase warrants outstanding as at March 31, 2019: Expiry Date Number Outstanding Remaining Contractual Life (years) Exercise Price June 8, 2020 10,000,000 1.19 $ 0.7831 July 25, 2019 (1) 6,317,700 0.32 C$ 2.0000 November 18, 2021 8,000,000 2.64 $ 0.6650 24,317,700 1.44 (1) Non-tradable share purchase warrants. |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
General and Administrative Expense [Abstract] | |
General and Administrative Expense [Table Text Block] | Significant components of general and administrative expenses are comprised of the following: Three Months Ended March 31, Three Months Ended March 31, 2019 2018 Audit, legal and professional fees $ 103 $ 240 Salaries and benefits and director fees 799 503 Regulatory fees and licenses 25 79 Insurance 171 139 Corporate administration 268 293 Transaction costs (Note 16) 466 - $ 1,832 $ 1,254 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, Three Months Ended March 31, 2019 2018 Numerator: Net loss attributable to the shareholders of the Company - numerator for basic and diluted loss per share $ (2,300 ) $ (5,417 ) Denominator: Weighted average number of common shares outstanding -basic and diluted 300,101,444 188,829,263 Loss per share – basic and diluted $ (0.01 ) $ (0.03 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Debt [Table Text Block] | The following table summarizes activity on the notes payable: March 31, 2019 December 31, 2018 Balance, beginning of the year $ 24,690 $ 30,099 Accretion of discount on loans 526 2,040 Capitalized financing, extension and legal fees (75 ) (125 ) Extension fee added to principal 75 125 Accretion of capitalized financing, extension and legal fees 265 262 Repayment of loans and interest - (7,711 Balance, end of the year $ 25,481 $ 24,690 Current portion $ 25,481 $ 24,690 Non-current portion $ - $ - |
Schedule Of Amortization Of Discounts And Interest On Loans And Convertible Debentures [Table Text Block] | The following table summarizes the amortization of discount and interest on loans: Three Months Ended March 31, Three Months Ended March 31, 2019 2018 Accretion of the Clay Group Loan discount $ 526 $ 490 Accretion of capitalized financing and legal fees 265 65 Amortization of deferred financing fees 655 - Interest expense related to the Clay Group Loan 658 713 Interest expense related to the 2018 Credit Facility 180 - Closing and commitment fees related to credit facilities 27 30 Interest expense related to Komatsu financial loans (1) 109 235 Accretion of discount and interest on loan $ 2,420 $ 1,533 (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. |
Schedule of Variable Interest Entities [Table Text Block] | The net assets of GQM LLC as at December 31, 2018 and 2017 are as follows: March 31, 2019 December 31, 2018 Assets, GQM LLC $ 176,635 $ 171,334 Liabilities, GQM LLC (24,782 ) (29,904 ) Net assets, GQM LLC $ 151,853 $ 141,430 |
Schedule of Comprehensive Income Net of Tax Attributable To Noncontrolling Interest [Table Text Block] | 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. Three Months Ended March 31, Three Months Ended March 31, 2019 2018 Net and comprehensive income (loss) in GQM LLC $ 95 $ (7,294 ) Non-controlling interest percentage 50 % 50 % Net and comprehensive income (loss) attributable to non-controlling interest $ 48 $ (3,646 ) Net and comprehensive income (loss) attributable to permanent non-controlling interest $ 29 $ (2,188 ) Net and comprehensive income (loss) attributable to temporary non-controlling interest $ 19 $ (1,458 ) |
Schedule Of Non-controlling Interest [Table Text Block] | Permanent Non-Controlling Interest Temporary Non-Controlling Interest Carrying value of non-controlling interest, December 31, 2017 $ 36,321 $ 24,214 Capital contribution 10,000 - Net and comprehensive income for the year 108 72 Carrying value of non-controlling interest, December 31, 2018 $ 46,429 $ 24,286 Net and comprehensive income for the period 29 19 Carrying value of non-controlling interest, March 31, 2019 $ 46,458 $ 24,305 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | The three levels of the fair value hierarchy are as follows: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). March 31, 2019 Total Level 1 Level 2 Level 3 Liabilities: Share purchase warrants – Related Party (see Note 8) $ 63 $ - $ 63 $ - GQM LLC Warrants – Related Party (see Note 8) 3,477 - 3,477 - $ 3,540 $ - $ 3,540 $ - December 31, 2018 Total Level 1 Level 2 Level 3 Liabilities: Share purchase warrants – Related Party (see Note 8) $ 76 $ - $ 76 $ - GQM LLC Warrants – Related Party (see Note 8) 3,314 - 3,314 - $ 3,390 $ - $ 3,390 $ - |
Nature of Business (Details Tex
Nature of Business (Details Textual) | Mar. 31, 2019 |
Gauss LLC [Member] | |
Noncontrolling Interest, Ownership Percentage by Parent | 50.00% |
Golden Queen Mining Company, LLC [Member] | |
Noncontrolling Interest, Ownership Percentage by Parent | 50.00% |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details Textual) - USD ($) $ in Thousands | Apr. 01, 2019 | Feb. 08, 2019 | Feb. 01, 2019 | Jan. 01, 2019 | May 21, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Feb. 09, 2019 |
Debt Instrument, Periodic Payment | $ 1,700 | |||||||
Net Cash Provided by (Used in) Operating Activities | $ (1,007) | $ (7,394) | ||||||
Mionority Interest Percentage By Parent | 50.00% | |||||||
Restructuring Charges | $ 75 | $ 125 | ||||||
Working capital deficit | $ 15,300 | |||||||
Subsequent Event [Member] | ||||||||
Debt Instrument, Periodic Payment | $ 3,900 | $ 21,700 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Stockpile inventory | $ 10,353 | $ 6,913 |
In-process inventory | 24,149 | 21,607 |
Dore inventory | 892 | 761 |
Supplies and spare parts | 2,869 | 2,663 |
Inventory, Gross | 38,263 | 31,944 |
Current portion | 32,984 | 25,031 |
Non-current portion | $ 5,279 | $ 6,913 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Restricted Cash, Noncurrent | $ 1,008 | $ 1,005 |
Certificates of Deposit [Member] | ||
Restricted Cash, Noncurrent | $ 1,008 | $ 1,005 |
Property, Plant, Equipment an_3
Property, Plant, Equipment and Mineral Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Movement in Property, Plant and Equipment: | ||
Begining balance | $ 171,784 | $ 164,425 |
Additions | 2,499 | 7,572 |
Transfers | 0 | |
Disposals | (50) | (213) |
Ending balance | 174,233 | 171,784 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment: | ||
Begining balance | 35,966 | 22,577 |
Additions | 3,498 | 13,536 |
Disposals | (147) | |
Ending balance | 39,464 | 35,966 |
Property, Plant and Equipment, Net, by Type: | ||
Property, Plant and Equipment, Net | 134,769 | 135,818 |
Land [Member] | ||
Movement in Property, Plant and Equipment: | ||
Begining balance | 4,137 | 3,969 |
Additions | 132 | 173 |
Transfers | (5) | |
Disposals | 0 | 0 |
Ending balance | 4,269 | 4,137 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment: | ||
Begining balance | 0 | 0 |
Additions | 0 | 0 |
Disposals | 0 | |
Ending balance | 0 | 0 |
Property, Plant and Equipment, Net, by Type: | ||
Property, Plant and Equipment, Net | 4,269 | 4,137 |
Mineral property interest and claims [Member] | ||
Movement in Property, Plant and Equipment: | ||
Begining balance | 5,835 | 5,280 |
Additions | 0 | 5 |
Transfers | 550 | |
Disposals | 0 | 0 |
Ending balance | 5,835 | 5,835 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment: | ||
Begining balance | 606 | 328 |
Additions | 55 | 278 |
Disposals | 0 | |
Ending balance | 661 | 606 |
Property, Plant and Equipment, Net, by Type: | ||
Property, Plant and Equipment, Net | 5,174 | 5,229 |
Mine development [Member] | ||
Movement in Property, Plant and Equipment: | ||
Begining balance | 51,976 | 50,773 |
Additions | 416 | 492 |
Transfers | 711 | |
Disposals | 0 | 0 |
Ending balance | 52,392 | 51,976 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment: | ||
Begining balance | 6,097 | 3,415 |
Additions | 772 | 2,682 |
Disposals | 0 | |
Ending balance | 6,869 | 6,097 |
Property, Plant and Equipment, Net, by Type: | ||
Property, Plant and Equipment, Net | 45,523 | 45,879 |
Machinery and equipment [Member] | ||
Movement in Property, Plant and Equipment: | ||
Begining balance | 75,228 | 70,066 |
Additions | 89 | 0 |
Transfers | 5,375 | |
Disposals | 0 | (213) |
Ending balance | 75,317 | 75,228 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment: | ||
Begining balance | 20,995 | 13,353 |
Additions | 1,981 | 7,789 |
Disposals | (147) | |
Ending balance | 22,976 | 20,995 |
Property, Plant and Equipment, Net, by Type: | ||
Property, Plant and Equipment, Net | 52,341 | 54,233 |
Buildings and infrastructure [Member] | ||
Movement in Property, Plant and Equipment: | ||
Begining balance | 28,445 | 28,397 |
Additions | 0 | 0 |
Transfers | 48 | |
Disposals | (50) | 0 |
Ending balance | 28,395 | 28,445 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment: | ||
Begining balance | 7,367 | 5,010 |
Additions | 582 | 2,357 |
Disposals | 0 | |
Ending balance | 7,949 | 7,367 |
Property, Plant and Equipment, Net, by Type: | ||
Property, Plant and Equipment, Net | 20,446 | 21,078 |
Construction in progress [Member] | ||
Movement in Property, Plant and Equipment: | ||
Begining balance | 277 | 54 |
Additions | 1,862 | 6,902 |
Transfers | (6,679) | |
Disposals | 0 | 0 |
Ending balance | 2,139 | 277 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment: | ||
Begining balance | 0 | 0 |
Additions | 0 | 0 |
Disposals | 0 | |
Ending balance | 0 | 0 |
Property, Plant and Equipment, Net, by Type: | ||
Property, Plant and Equipment, Net | 2,139 | 277 |
Interest capitalized [Member] | ||
Movement in Property, Plant and Equipment: | ||
Begining balance | 5,886 | 5,886 |
Additions | 0 | 0 |
Transfers | 0 | |
Disposals | 0 | 0 |
Ending balance | 5,886 | 5,886 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment: | ||
Begining balance | 901 | 471 |
Additions | 108 | 430 |
Disposals | 0 | |
Ending balance | 1,009 | 901 |
Property, Plant and Equipment, Net, by Type: | ||
Property, Plant and Equipment, Net | $ 4,877 | $ 4,985 |
Loan Payable (Details)
Loan Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Principal repayments | $ 0 | $ (4,712) | |
Current portion | 5,381 | $ 6,578 | |
Non-current portion | 4,810 | 5,622 | |
Mining Equipment [Member] | |||
Balance, beginning of the year | 12,200 | $ 17,243 | 17,243 |
Additions | 0 | 3,751 | |
Principal repayments | (2,009) | (8,156) | |
Down payments and taxes | 0 | (638) | |
Balance, end of the year | 10,191 | 12,200 | |
Current portion | 5,381 | 6,578 | |
Non-current portion | $ 4,810 | $ 5,622 |
Loan Payable (Details 1)
Loan Payable (Details 1) - USD ($) $ in Thousands | Jan. 01, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Monthly payments | $ 1,700 | ||
Minimum [Member] | |||
Interest rates | 0.00% | 0.00% | |
Monthly payments | $ 5 | $ 5 | |
Maximum [Member] | |||
Interest rates | 4.50% | 4.50% | |
Monthly payments | $ 74 | $ 74 | |
Komatsu financing agreements [Member] | Loans Payable [Member] | |||
Total acquisition costs | $ 39,443 | $ 39,443 | |
Average remaining life (years) | 1 year 3 months 7 days | 1 year 3 months 7 days |
Loan Payable (Details 2)
Loan Payable (Details 2) $ in Thousands | Mar. 31, 2019USD ($) |
2019 | $ 4,220 |
2020 | 3,204 |
2021 | 2,184 |
2022 | 583 |
Total | $ 10,191 |
Loan Payable (Details Textual)
Loan Payable (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Payments to Acquire Productive Assets | $ 0 | $ 638,000 |
Percentage Of Pretax Purchase Price | 10.00% |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Risk-free interest rate | 1.37% | 1.37% |
Expected life of derivative liability (in years) | 1 year 5 months 8 days | 1 year 8 months 8 days |
Expected volatility | 173.18% | 93.96% |
Dividend rate | 0.00% | 0.00% |
Warrant [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Risk-free interest rate | 2.23% | 2.65% |
Expected life of derivative liability (in years) | 4 years 9 months | 4 years 10 months 20 days |
Expected volatility | 20.00% | 20.00% |
Dividend rate | 0.00% | 0.00% |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) - Warrant [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Balance, beginning of the year | $ 3,390 | $ 441 |
GQM LLC Warrants (Note 13(v)) | 0 | 3,314 |
Change in fair value | 150 | (365) |
Balance, end of the year | $ 3,540 | $ 3,390 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 475.384 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,317,700 | |
Warrant [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |
Derivative Liability | $ 3,477 | $ 3,314 |
Warrant issued | 21,486 | |
June 2015 Warrant [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.7831 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,000,000 | |
November 2016 Warrants [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.665 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 10,000,000 | |
Derivative Financial Instruments, Liabilities [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Liability | $ 63 | $ 76 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Asset Retirement Obligations [Line Items] | ||
Balance, beginning of the period | $ 2,497 | $ 1,838 |
Accretion | 52 | 167 |
Changes in cash flow estimates | 417 | 492 |
Balance, end of the period | $ 2,966 | $ 2,497 |
Asset Retirement Obligations _2
Asset Retirement Obligations (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Asset Retirement Obligations [Line Items] | |||
Asset Retirement Obligation | $ 2,966 | $ 2,497 | $ 1,838 |
Asset Retirement Obligation, Credit Adjusted Risk Free Rate | 7.90% | ||
Asset Retirement Obligation, Inflation Rate | 2.40% | ||
Long Term Debt Premium Paid | $ 100 | 100 | |
Certificates of Deposit, at Carrying Value | 1,000 | ||
Surety Bond [Member] | |||
Asset Retirement Obligations [Line Items] | |||
Guarantor Obligations, Current Carrying Value | 5,507 | 4,921 | |
Bond [Member] | |||
Asset Retirement Obligations [Line Items] | |||
Guarantor Obligations, Current Carrying Value | 443 | 443 | |
Bureau of Land Management [Member] | |||
Asset Retirement Obligations [Line Items] | |||
Security Deposit | 1,749 | 1,749 | |
Lahontan Regional Water Quality Control Board [Member] | |||
Asset Retirement Obligations [Line Items] | |||
Security Deposit | 2,450 | 2,450 | |
Regional Board [Member] | |||
Asset Retirement Obligations [Line Items] | |||
Security Deposit | $ 320 | $ 278 |
Share Capital (Details)
Share Capital (Details) - Employee Stock Option [Member] | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Options outstanding | 2,600,001 |
Shares, Options forfeited | (75,000) |
Shares, Options expired | (200,000) |
Shares, Options outstanding | 2,325,001 |
Weighted Average Exercise Price Per Share, Options outstanding | $ / shares | $ 0.54 |
Weighted Average Exercise Price Per Share, Options forfeited | $ / shares | 0.29 |
Weighted Average Exercise Price Per Share, Options expired | $ / shares | $ 1.48 |
Share Capital (Details 1)
Share Capital (Details 1) - Employee Stock Option [Member] - $ / shares | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number Outstanding | 2,325,001 | 2,600,001 | |
Number Exercisable | 1,316,666 | ||
Remaining Contractual Life (Years) | 2 years 10 months 27 days | ||
Exercise Price | $ 0.54 | $ 0.46 | |
September 8, 2020 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number Outstanding | 430,000 | ||
Number Exercisable | 430,000 | ||
Remaining Contractual Life (Years) | 1 year 5 months 8 days | ||
Exercise Price | $ 0.58 | ||
November 30, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number Outstanding | 365,000 | ||
Number Exercisable | 243,332 | ||
Remaining Contractual Life (Years) | 2 years 8 months 1 day | ||
Exercise Price | $ 0.66 | ||
March 20, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number Outstanding | 400,002 | ||
Number Exercisable | 266,668 | ||
Remaining Contractual Life (Years) | 2 years 11 months 19 days | ||
Exercise Price | $ 0.65 | ||
October 20, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number Outstanding | 1,129,999 | ||
Number Exercisable | 376,666 | ||
Remaining Contractual Life (Years) | 3 years 6 months 21 days | ||
Exercise Price | $ 0.29 |
Share Capital (Details 2)
Share Capital (Details 2) | 3 Months Ended | |||
Mar. 31, 2019$ / sharesshares | Mar. 31, 2019$ / sharesshares | Dec. 31, 2018shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number Outstanding | 24,317,700 | 24,317,700 | 24,317,700 | |
Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number Outstanding | 24,317,700 | 24,317,700 | ||
Remaining Contractual Life (years) | 1 year 5 months 8 days | |||
June 8, 2020 | Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number Outstanding | 10,000,000 | 10,000,000 | ||
Remaining Contractual Life (years) | 1 year 2 months 8 days | |||
Exercise Price | $ / shares | $ 0.7831 | |||
July 25, 2019 | Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number Outstanding | [1] | 6,317,700 | 6,317,700 | |
Remaining Contractual Life (years) | [1] | 3 months 25 days | ||
Exercise Price | $ / shares | [1] | $ 2 | ||
November 18, 2021 | Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number Outstanding | 8,000,000 | 8,000,000 | ||
Remaining Contractual Life (years) | 2 years 7 months 20 days | |||
Exercise Price | $ / shares | $ 0.6650 | |||
[1] | Non-tradable share purchase warrants. |
Share Capital (Details Textual)
Share Capital (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 22, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 188,952,761 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 0 | $ 0 | ||
Proceeds from Issuance of Common Stock | $ 25,036,000 | $ 0 | $ 24,368,000 | |
Payment Of Associated Fees | $ 587,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Number | 24,317,700 | 24,317,700 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,317,700 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 475.384 | |||
GQM LLC [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 21,486 | 21,486 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 475.384 | |||
Class of warrant or right expiration period | 5 years | 5 years | ||
Stock Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 7,200,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 27,000 | $ 45,000 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Audit, legal and professional fees | $ 103 | $ 240 |
Salaries and benefits and director fees | 799 | 503 |
Regulatory fees and licenses | 25 | 79 |
Insurance | 171 | 139 |
Corporate administration | 268 | 293 |
Transaction costs | 466 | 0 |
Total | $ 1,832 | $ 1,254 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net loss attributable to the shareholders of the Company - numerator for basic and diluted loss per share | $ (2,300) | $ (5,417) |
Denominator: | ||
Weighted average number of common shares outstanding -basic and diluted | 300,101,444 | 188,829,263 |
Loss per share – basic and diluted | $ (0.01) | $ (0.03) |
Loss Per Share (Details Textual
Loss Per Share (Details Textual) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,325,001 | 2,325,001 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 24,317,700 | 24,317,700 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Balance, beginning of the period | $ 24,690 | $ 30,099 |
Accretion of discount on loans | 526 | 2,040 |
Capitalized financing, extension and legal fees | (75) | (125) |
Extension fee added to principal | 75 | 125 |
Accretion of capitalized financing, extension and legal fees | 265 | 262 |
Repayment of loans and interest | 0 | (7,711) |
Balance, end of the period | 25,481 | 24,690 |
Current portion | 25,481 | 24,690 |
Non-current portion | $ 0 | $ 0 |
Related Party Transactions (D_2
Related Party Transactions (Details 1) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Related Party Transaction [Line Items] | |||
Accretion of the Clay Group Loan discount | $ 526 | $ 490 | |
Accretion of capitalized financing and legal fees | 265 | 65 | |
Amortization of deferred financing fees | 655 | 0 | |
Interest expense related to the Clay Group Loan | 658 | 713 | |
Interest expense related to the 2018 Credit Facility | 180 | 0 | |
Closing and commitment fees related to credit facilities | 27 | 30 | |
Interest expense related to Komatsu financial loans | [1] | 109 | 235 |
Accretion of discount and interest on loan | $ 2,420 | $ 1,533 | |
[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. |
Related Party Transactions (D_3
Related Party Transactions (Details 2) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Assets, GQM LLC | $ 176,635 | $ 171,334 |
Liabilities, GQM LLC | (24,782) | (29,904) |
Net assets, GQM LLC | $ 151,853 | $ 141,430 |
Related Party Transactions (D_4
Related Party Transactions (Details 3) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Net and comprehensive (income) loss | $ 48 | $ (3,646) |
Subsidiaries [Member] | ||
Related Party Transaction [Line Items] | ||
Net and comprehensive (income) loss | 95 | (7,294) |
Gauss LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Net and comprehensive (income) loss | $ 48 | $ (3,646) |
Non-controlling interest percentage | 50.00% | |
GQM LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Non-controlling interest percentage | 50.00% | 50.00% |
Permanent Non-controlling Interest [Member] | Gauss LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Net and comprehensive (income) loss | $ 29 | $ (2,188) |
Temporary Non-controlling Interest [Member] | Gauss LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Net and comprehensive (income) loss | $ 19 | $ (1,458) |
Related Party Transactions (D_5
Related Party Transactions (Details 4) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Carrying value of non-controlling interest, Beginning Balance | $ 46,429 | ||
Net and comprehensive income for the period | 48 | $ (3,646) | |
Carrying value of non-controlling interest, Ending Balance | 46,458 | $ 46,429 | |
Gauss LLC [Member] | Permanent Non-controlling Interest [Member] | |||
Related Party Transaction [Line Items] | |||
Carrying value of non-controlling interest, Beginning Balance | 46,429 | 36,321 | 36,321 |
Capital contribution | 10,000 | ||
Net and comprehensive income for the period | 29 | 108 | |
Carrying value of non-controlling interest, Ending Balance | 46,458 | 46,429 | |
Gauss LLC [Member] | Temporary Non-controlling Interest [Member] | |||
Related Party Transaction [Line Items] | |||
Carrying value of non-controlling interest, Beginning Balance | 24,286 | $ 24,214 | 24,214 |
Capital contribution | 0 | ||
Net and comprehensive income for the period | 19 | 72 | |
Carrying value of non-controlling interest, Ending Balance | $ 24,305 | $ 24,286 |
Related Party Transactions (D_6
Related Party Transactions (Details Textual) - USD ($) | Apr. 01, 2019 | Jan. 01, 2019 | Dec. 27, 2018 | Oct. 12, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 75,000 | $ 125,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,317,700 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 475.384 | ||||||
Long-term Line of Credit | $ 10,000,000 | 0 | |||||
Debt Instrument, Periodic Payment, Principal | $ 3,900,000 | $ 1,700,000 | |||||
Salaries, Wages and Officers' Compensation | 361,000 | $ 195,000 | |||||
Extention Fee added to Principal | 75,000 | 125,000 | |||||
Amortization of Warrants | 655,000 | ||||||
Derivative Financial Instruments, Liabilities [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Derivative Liability | 63,000 | $ 76,000 | |||||
2018 Credit Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line of Credit Facility, Interest Rate During Period | 8.00% | ||||||
Line of Credit Facility, Commitment Fee Percentage | 1.00% | ||||||
Long-term Line of Credit | $ 20,000,000 | 10,000,000 | |||||
Line of Credit Facility, Interest Rate Description | accrued interest of $327 | 121 | |||||
Revolving Credit Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,000 | ||||||
November 2016 Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Short-term Debt | $ 25,625,000 | ||||||
November 2017 Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Periodic Payment, Principal | $ 1,700,000 | ||||||
Extention Fee added to Principal | 125,000 | ||||||
Joint Venture Transaction [Member] | Cash [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Restricted Cash and Cash Equivalents | $ 4,713,000 | $ 4,149,000 | |||||
GQM LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 7.50% | ||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 349,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 21,486 | 21,486 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 475.384 | ||||||
Secured Debt | $ 5,507,000 | ||||||
Percentage Of Dilution Of Interest In Subsidiary | 46.25% | ||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||
Accrued commission | $ 45,000 | ||||||
Class of warrant or right expiration period | 5 years | 5 years | |||||
GQM LLC [Member] | Derivative Financial Instruments, Liabilities [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Derivative Liability | $ 3,314,000 | ||||||
GQM LLC [Member] | 2018 Credit Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Long-term Line of Credit | $ 5,000,000 | ||||||
Line of Credit Facility, Expiration Date | Mar. 31, 2020 | ||||||
GQM LLC [Member] | Joint Venture Transaction [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 20.00% |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 3,540 | $ 3,390 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 3,540 | 3,390 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 0 | 0 |
Share Purchase Warrants Related Party [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 63 | 76 |
Share Purchase Warrants Related Party [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 0 | 0 |
Share Purchase Warrants Related Party [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 63 | 76 |
Share Purchase Warrants Related Party [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 0 | 0 |
GQM LLC Warrants Related party [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 3,477 | 3,314 |
GQM LLC Warrants Related party [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 0 | 0 |
GQM LLC Warrants Related party [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 3,477 | 3,314 |
GQM LLC Warrants Related party [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 0 | $ 0 |
Financial Instruments (Details
Financial Instruments (Details Textual) - 3 months ended Mar. 31, 2019 $ in Thousands, $ in Thousands | USD ($) | CAD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash | $ 4,713 | |
Financial Instruments Disclosure 6 | 1.00% | |
Federal Deposit Insurance Corporation [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash, FDIC Insured Amount | $ 250 | |
Canada Deposit Insurance Corporation [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Deposits | $ 100 |
Proposed Transaction (Details T
Proposed Transaction (Details Textual) - USD ($) | Feb. 09, 2019 | Mar. 31, 2019 |
Sale of Stock, Consideration Received on Transaction | $ 4,250,000 | |
Sale of Stock Shares in Acquiree Number of Shares Cancelled | 177,701,229 | |
Sale of Stock Shares in Acquiree Number of Options Cancelled | 457,500 | |
Sale of Stock Shares in Acquiree Number of Share Warrants Cancelled | 18,000,000 | |
Subsidiary Sale of Stock Share Purchase Agreement Transaction Cost | $ 466 | |
Thomas M Clay [Member] | ||
Equity Method Investment, Ownership Percentage | 100.00% | |
Soledad Mountain Project [Member] | ||
Equity Method Investment, Ownership Percentage | 50.00% |
Subsequent Events (Details Text
Subsequent Events (Details Textual) $ in Thousands | Apr. 01, 2019USD ($) |
Subsequent Event [Member] | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000 |