10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from _________ to __________________

000-21777
(Commission File Number)

GOLDEN QUEEN MINING CO. LTD.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	Not Applicable
(State or other jurisdiction of incorporation)	(IRS Employer Identification) No.)

2300 – 1066 West Hastings Street

Vancouver, British Columbia

V6E 3X2 Canada

(Address of principal executive offices)

Issuer’s telephone number, including area code: (778) 373-1557

Former name, former address and former fiscal year, if changed since last report: N/A

Check whether the registrant (1) filed all reports required to be filed by sections 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Check whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨

Check whether the registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 9, 2016 the registrant’s outstanding common stock consisted of 111,048,683 shares.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Golden Queen Mining Co. Ltd.

Condensed Consolidated Interim Financial Statements

September 30, 2016

(US Dollars - Unaudited)

2

GOLDEN QUEEN MINING CO. LTD.

Condensed Consolidated Interim Balance Sheets

(US dollars - Unaudited)

	September 30, 2016			December 31, 2015
Assets
Current assets:
Cash	$	31,155,419		$	37,587,311
Receivables		41,828			23,962
Inventory (Note 2)		9,694,911			1,935,599
Prepaid expenses and other current assets		260,756			432,353
Total current assets		41,152,914			39,979,225
Property, plant, equipment and mineral interests (Note 3)		134,727,606			128,562,572
Reclamation financial assurance deposit (Note 5)		-			902,382
Total Assets	$	175,880,520		$	169,444,179
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities (Note 7(i))	$	4,321,950		$	3,258,692
Interest payable (Note 7(ii))		1,050,023			969,645
Notes payable (Note 7(ii))		40,883,064			36,053,012
Current portion of loan payable (Note 13)		5,175,113			4,942,716
Derivative liability – Related party warrants (Note 7(iii))		4,870,193			2,498,269
Derivative liability – Warrants (Note 9)		2,165,550			-
Derivative liability– Hedging instruments (Note 8)		115,395			-
Total current liabilities		58,581,288			47,722,334
Asset retirement obligations (Note 5)		1,268,541			978,453
Loan payable (Note 13)		9,756,674			13,430,107
Deferred tax liability		12,922,000			12,922,000
Total liabilities		82,528,503			75,052,894
Temporary Equity
Redeemable portion of non-controlling interest (Note 7(v))		26,739,394			27,123,741
Shareholders’ Equity
Common shares, no par value, unlimited shares authorized (2015 - unlimited); 111,048,683 (2015 – 99,928,683) shares issued and  outstanding (Note 4)		71,066,995			62,860,443
Additional paid-in capital		43,638,907			43,627,511
Deficit accumulated		(88,202,370	)		(79,906,021	)
Total shareholders’ equity attributable to GQM Ltd.		26,503,532			26,581,933
Non-controlling interest (Note 7(v))		40,109,091			40,685,611
Total Shareholders’ Equity		66,612,623			67,267,544
Total Liabilities, Temporary Equity and Shareholders’ Equity	$	175,880,520		$	169,444,179

Ability to Continue as a Going Concern (Note 1)

Commitments and Contingencies (Note 6)

Subsequent Events (Note 15)

Approved by the Directors:

“Thomas M.  Clay”	“Bryan A. Coates”
Thomas M. Clay, Director	Bryan A. Coates, Director

See Accompanying Notes to the Condensed Consolidated Interim Financial Statements

3

GOLDEN QUEEN MINING CO. LTD.

Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)

(US dollars - Unaudited)

	Three Months Ended September 30,			Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
	2016			2015			2016			2015
Revenues	$	13,450,545		$	-		$	16,914,638		$	-
Costs and expenses
Direct mining costs		(9,110,596	)		-			(12,673,605	)		-
Depreciation and depletion		(2,231,897	)		-			(4,081,828	)		-
Accretion (Note 5)		(22,530	)		-			(45,059	)		-
General and administrative expenses (Notes 7(i))		(657,305	)		(672,738	)		(3,166,970	)		(3,403,485	)
Gain (loss) on derivative instruments (Notes 7(iii), 8 and 9)		3,944,411			(598,770	)		(1,951,581	)		1,868,329
Total costs and expenses		(8,077,917	)		(1,271,508	)		(21,919,043	)		(1,535,156	)
Other income (expenses)
Interest expense (Notes 7(ii) and 7(iv))		(1,814,561	)		(981,390	)		(4,369,026	)		(2,999,254	)
Interest income		33,313			49,805			116,215			168,330
Loss on extinguishment of debt		-			-			-			(151,539	)
Closing fee (Note 7(ii))		-			-			-			(1,500,000	)
Total other (expenses)		(1,781,248	)		(931,585	)		(4,252,811	)		(4,482,463	)
Net and comprehensive income (loss) for the period		3,591,380			(2,203,093	)		(9,257,216	)		(6,017,619	)
Add: Net and comprehensive (gain) loss attributable to the non-controlling interest for the period (Note 7(v))		(853,173	)		278,926			960,867			1,278,001
Net and comprehensive income (loss) attributable to Golden Queen Mining Co Ltd. for the period	$	2,738,207		$	(1,924,167	)	$	(8,296,349	)	$	(4,739,618	)
Earnings (Loss) per share – basic (Note 12)	$	0.03		$	(0.02	)	$	(0.08	)	$	(0.05	)
Earnings (Loss) per share – diluted (Note 12)	$	0.03		$	(0.02	)	$	(0.08	)	$	(0.05	)
Weighted average number of common shares outstanding -basic		108,026,944			99,928,683			102,657,767			99,881,430
Weighted average number of common shares outstanding - diluted		108,402,626			99,928,683			102,657,767			99,881,430

See Accompanying Notes to the Condensed Consolidated Interim Financial Statements

4

GOLDEN QUEEN MINING CO. LTD.

Condensed Consolidated Interim Statements of Shareholders’ Equity, Non-controlling Interest and Redeemable Portion of Non-controlling Interest

(US dollars - Unaudited)

	Common shares		Amount		Additional Paid-in Capital (Restated - Note 16)		Deficit Accumulated			Total Shareholders’ Equity attributable to GQM Ltd (Restated - Note 16)			Non- controlling Interest			Total Shareholders’ Equity (Restated - Note 16)			Redeemable Portion of Non- controlling Interest
Balance, December 31, 2014 (Restated - Note 16)		99,778,683	$	62,709,015	$	43,468,510	$	(74,444,816	)	$	31,732,709		$	34,250,468		$	65,983,177		$	22,833,645
Issuance of common shares as part of management agreement (Note 6)		150,000		151,428		-		-			151,428			-			151,428			-
Stock-based compensation		-		-		-		-			-			7,500,000			7,500,000			5,000,000
Capital contribution from non-controlling interest (Note 7(v))		-		-		159,001		-			159,001						159,001			-
Net loss for the year		-		-		-		(5,461,205	)		(5,461,205	)		(1,064,857	)		(6,526,062	)		(709,904	)
Balance, December 31, 2015		99,928,683	$	62,860,443	$	43,627,511	$	(79,906,021	)	$	26,581,933		$	40,685,611		$	67,267,544		$	27,123,741
Issuance of common shares, private placement net of share issuance cost (Note 4)		11,120,000		8,206,552		-		-			8,206,552			-			8,206,552			-
Stock-based compensation		-		-		11,396		-			11,396						11,396			-
Net loss for the period		-		-		-		(8,296,349	)		(8,296,349	)		(576,520	)		(8,872,869	)		(384,347	)
Balance, September 30, 2016		111,048,683	$	71,066,995	$	43,638,907	$	(88,202,370	)	$	26,503,532		$	40,109,091		$	66,612,623		$	26,739,394

See Accompanying Notes to the Condensed Consolidated Interim Financial Statements

5

GOLDEN QUEEN MINING CO. LTD.

Consolidated Statements of Cash Flows

(US dollars - Unaudited)

	Nine months ended			Nine months ended
	September 30, 2016			September 30, 2015
Operating Activities
Net loss for the period	$	(9,257,216	)	$	(6,017,619	)
Adjustment to reconcile net loss to cash used in operating activities:
Depreciation and depletion		4,081,828			21,997
Amortization of debt discount and interest accrual		4,071,537			2,863,396
Accretion expense		45,059			-
Change in fair value of derivative liabilities (Note 9)		1,951,581			(1,868,329	)
Stock based compensation		11,396			155,203
Foreign exchange gain		(273,470	)		(839,849	)
Loss on extinguishment of debt		-			151,539
Non-cash consulting expense (Note 7(i))		-			151,428
Closing fee related to long-term debt		-			1,500,000
Changes in assets and liabilities:
Receivables		(17,866	)		24,105
Prepaid expenses & other current assets		171,597			(108,180	)
Inventory		(7,325,771	)		(182,865	)
Accounts payable & accrued liabilities		3,454,289			285,272
Interest payable		(18,043	)		(951,445	)
Cash used in operating activities		(3,105,079	)		(4,815,347	)
Investment activities:
Additions to property, plant, equipment and mineral interests		(11,400,873	)		(59,812,875	)
Release (purchase) of reclamation financial assurance deposit		902,382			(349,053	)
Cash used in investing activities		(10,498,491	)		(60,161,928	)
Financing activities:
Issuance of common shares and warrants, net of share issue costs (Note 4)		10,907,840			-
Repayments of loans payable		(3,736,162	)		(2,500,000	)
Investment in Golden Queen Mining Company LLC by non-controlling interest		-			12,500,000
Borrowing under long-term debt		-			25,000,000
Repayment of convertible debentures		-			(7,675,000	)
Financing fees related to short-term debt		-			(1,500,000	)
Financing fees related to short-term debt capitalized to the loan		-			(250,000	)
Cash provided by financing activities		7,171,678			25,575,000
Net change in cash and cash equivalents		(6,431,892	)		(39,402,275	)
Cash and cash equivalents, beginning balance		37,587,311			91,407,644
Cash and cash equivalents, ending balance	$	31,155,419		$	52,005,369

Supplementary Disclosures of Cash Flow Information (Note 10)

See Accompanying Notes to the Condensed Consolidated Interim Financial Statements

6

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

Nature of Business Golden Queen Mining Co. Ltd. (“Golden Queen”, “GQM Ltd.” or the “Company”) is engaged in the development and operation of the Soledad Mountain Project (“the Project”), located in the Mojave Mining District, Kern County, California. The construction phase of the Project was completed in February 2016 and the Company commenced production in April 2016.

The Company originally used its wholly owned subsidiary, Golden Queen Mining Company, Inc. (“GQM Inc.”), to explore and develop the Project. On September 10, 2014, GQM Inc. was converted to a limited liability company, Golden Queen Mining Company, LLC (“GQM LLC”). The Company entered into a Joint Venture (the “JV”) agreement with Gauss LLC (“Gauss”) through its newly formed, wholly owned subsidiary, Golden Queen Mining Holdings, Inc. (“GQM Holdings”). The JV was completed on September 15, 2014. Upon completion of the JV, both the Company, through GQM Holdings, and Gauss each owned, and continue to own, 50% of GQM LLC. In February 2015, the Company incorporated Golden Queen Mining Canada Ltd. (“GQM Canada”), a wholly-owned British Columbia subsidiary, to hold the Company’s interest in GQM Holdings.

Basis of Preparation These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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, 2015, with the exception of Accounting Standards Update (“ASU”) 2015-02. This update was adopted January 1, 2016 as described below under the recent accounting standards.

Certain information and note disclosures normally included for annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted. These condensed consolidated interim financial statements should be read together with the audited consolidated financial statements of the Company for the year ended December 31, 2015.

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 at September 30, 2016 and for all periods presented, have been included in these financial statements. The interim results are not necessarily indicative of results for the full year ending December 31, 2016, or future operating periods. For further information, see the Company’s annual consolidated financial statements, including the accounting policies and notes thereto.

Judgements and Estimates The preparation of financial statements in conformity with GAAP requires management to make judgements, 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 temporary and permanent non-controlling interest, the recoverability of mineral properties expenditures, royalty obligations, inventory valuations, ore on heap leach pads, ore reserves, mine plan, useful lives of assets, asset retirement obligations, convertible debentures, and derivative liability - warrants. A key judgement for 2016 related to when the Soledad Mountain mine enters the production phase. Generally, under US GAAP a mine would be considered to be in the production phase once it has demonstrated that it is producing saleable quantities of product. The Company concluded that the Soledad Mountain mine began producing saleable material in the second quarter of 2016.

Principles of Consolidation The Company consolidates all entities in which it can vote a majority of the outstanding voting stock. In addition, it consolidates entities which meet the definition of a variable interest entity for which it is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. We consider special allocations of cash flows and preferences, if any, to determine amounts allocable to non-controlling interests. All intercompany transactions and balances are eliminated in consolidation.

These condensed consolidated interim financial statements include the accounts of Golden Queen, a British Columbia corporation, its wholly-owned subsidiaries, GQM Canada, GQM Holdings, a US (State of California) corporation, and GQM LLC, a limited liability company in which Golden Queen has a 50% interest, through GQM Holdings. GQM LLC meets the definition of a Variable Interest Entity (“VIE”). Golden Queen has determined it is the member of the related party group that is most closely associated with GQM LLC and, as a result, is the primary beneficiary who consolidates GQM LLC.

7

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

Revenues Revenue is recognized when title to gold and silver passes to the buyer and when collectability is reasonably assured. Title passes to the buyer based on terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets, for example, the London Bullion Market for both gold and silver, in an identical form to the product sold.

Recent Accounting Standards

(i) Effective August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40 - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The update essentially requires management of all entities, for annual and interim periods, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following:

1. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans).

2. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations.

3. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued).

This update will come into effect for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is assessing the impact of this standard.

(ii) In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis which focuses on the consolidation evaluation for reporting organizations (public and private companies and not-for-profit organizations) that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the standards and improves current GAAP by:

· Placing more emphasis on risk of loss when determining a controlling financial interest. A reporting organization may no longer have to consolidate a legal entity in certain circumstances based solely on its fee arrangement, when certain criteria are met.

· Reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE).

· Changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs.

The ASU became effective for periods beginning after December 15, 2015, for public companies. Early adoption was permitted, including adoption in an interim period. The Company adopted the ASU effective January 1, 2016. The Company assessed and concluded there was no impact on the Company with the adoption of the new standard.

8

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

Recent AccountingStandards -Continued

(iii) In January 2016, FASB issued ASU 2016-01, Financial Instruments – Recognition and measurement of financial assets and financial liabilities (Subtopic 825-10) which updates several aspects of recognition, measurement, presentation and disclosure of financial instruments. The amendments that are relevant to the Company are as follows:

1. Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.

2. Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.

3. Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.

The ASU will be effective for periods beginning after December 15, 2017, for public companies. The Company is assessing the impact of this standard.

(iv) In March 2016, FASB issued ASU 2016-09, Compensation – Stock Compensation (Subtopic 718) which updates several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.

The ASU will be effective for periods beginning after December 15, 2016, for public companies. The Company is assessing the impact of this standard.

(v) In May 2014, ASU 2014-09 was issued related to revenue from contracts with customers. The ASU was further amended in August 2015, March 2016, April 2016, and May 2016 by ASU 2015-14, 2016-08, 2016-10 and 2016-12. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition.

In August 2015, the effective date was deferred to reporting periods, including interim periods, beginning after December 31, 2017, and will be applied retrospectively. Early adoption is not permitted. The Company is currently evaluating this guidance and the impact it will have on the consolidated financial statements and disclosures.

(vi) In 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 will be effective for annual and interim periods beginning January 1, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company is assessing the impact of this standard.

9

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

1. Ability to Continue as a Going Concern

The Company entered the production phase and began generating revenues from operations during the quarter ended June 30, 2016. The Company had an accumulated deficit of $88,202,370 and a working capital deficit of $17,428,374 at September 30, 2016. Cash used in operations for the nine months ended September 30, 2016 was $3,105,079.

Golden Queen, on a non-consolidated basis, currently does not have sufficient funds to repay the $37,500,000 loan(Note 7(ii)), plus the accrued interest, at the issuance date of the condensed consolidated interim financial statements. However, in order to secure the necessary funds to meet this upcoming obligation and mitigate the going concern issue, management is evaluating its options, including debt and equity, and to re-finance the June 2015 Loan which matures on December 8, 2016. The Company raised gross proceeds of $12.2 million (C$16.1 million) in July 2016 primarily to be used to repay a portion of the loan.

While Golden Queen has been successful at certain of these efforts in the past, there can be no assurance that future efforts will be successful. This raises substantial doubt about this entity’s ability to continue as a going concern. At the Project level, GQM LLC has sufficient funds to meet its contractual obligations for the next twelve months.

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.

These condensed consolidated interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2. Inventory

	September 30, 2016		December 31, 2015
Stockpile inventory	$	1,926,535	$	1,259,669
Dore inventory		46,250		-
Supplies and spare parts		1,259,144		592,690
	$	3,231,929	$	1,852,359
Ore on heap leach pad:
Current	$	6,462,982	$	83,240
Total	$	9,694,911	$	1,935,599

3. Property, Plant, Equipment and Mineral Interests

	September 30, 2016			December 31, 2015
Land	$	3,892,583		$	109,600
Mineral property interest and claims		2,064,026			4,458,744
Mine development		42,295,924			86,038,407
Mine equipment		55,970,460			25,425,661
Buildings		17,521,721			5,691,335
Computer equipment and software		429,403			218,822
Vehicles		2,107,558			978,573
Leasehold improvements		-			51,030
Infrastructure (Water/power)		11,051,509			-
Asset retirement costs		871,908			626,878
Construction in progress		1,139,056			-
Capitalized interest		5,770,001			5,174,846
Less:
Accumulated depreciation and depletion		(8,386,543	)		(211,324	)
	$	134,727,606		$	128,562,572

10

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

3. Property, Plant, Equipment and Mineral Interests - Continued

As at September 30, 2016, the Company had capitalized depreciation of $3,559,886 (December 31, 2015 - $2,255,056) relating to assets used in the development of the mine. As the Company entered production on April 1, 2016, the Company began amortising assets put into production on this date and also discontinued capitalizing depreciation.

The Company capitalized a portion of the interest expense related to the convertible debenture and notes payable in accordance with its accounting policy. As the Company entered the production phase during the three months ended June 30, 2016, interest was no longer being capitalized.

4. Share Capital

The Company’s common shares outstanding are no par value, voting shares with no preferences or rights attached to them.

Common shares – 2016

In July 2016, the Company completed a financing for gross proceeds of $12,193,298 (C$16,124,000) consisting of 11,120,000 units at a price of $1.10 (C$1.45) per unit. Each unit consisted of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share of the Company at a price of C$2.00 per common share until July 25, 2019. The aggregate fair value of the common share purchase warrants at the time of issuance was $2,377,315 (C$3,144,180), which was recorded as a derivative liability and the Company allocated the remaining proceeds of $9,815,983 (C$12,979,820) to the common shares.

In connection with the financing, the Company also issued 757,700 common share purchase warrants to brokers with the same terms as the common share purchase warrants issued with the financing units. The aggregate fair value of the common share purchase warrants issued to the brokers at the time of issuance was $323,973 (C$428,479) which was recorded as a derivative liability.

The fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions:

	2016
Expected life years	3.00
Interest rate	0.58%
Volatility	87.29%
Dividend yield	Nil

In addition, the Company incurred cash share issue costs totalling $1,285,458 (C$985,303), which consisted of legal fees, commission and other direct financing costs.

In connection with the guidance of ASC 815-40-15, as the options and warrants are exercisable in a currency other than the functional currency of the Company they do not meet the “fixed-for-fixed” criteria of the guidance. As a result, the Company was required to separately account for the common share purchase warrants issued in connection with the financing noted above as a derivative instrument liability. (See note 9 – Derivative liability)

Common shares – 2015

In March 2015, the Company issued 150,000 common shares to the former President of the Company for achieving two of the three milestones outlined in his management agreement (See Note 6 – Commitments and Contingencies). The common shares had a total fair value of $155,428 (Note 7(i)). The fair value was based on the market price on the date of issuance.

11

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

4. Share Capital – Continued

Stock options

The Company has elected to use the Black-Scholes option pricing model to determine the fair value of stock options granted. In accordance with the accounting standard for employees, the compensation expense is amortized on a straight-line basis over the requisite service period, which approximates the vesting period. Compensation expense for stock options granted to non-employees is amortized over the contract services period or, if none exists, from the date of grant until the options vest. Compensation associated with unvested options granted to non-employees is re-measured on each balance sheet date using the Black-Scholes option pricing model.

The following is a summary of stock option activity during the nine months ended September 30, 2016 and the year ended December 31, 2015:

No stock options expired during the three or nine months ended September 30, 2016.

During the three and nine months ended September 30, 2016, the Company recognized $3,799 and $11,396 (three and nine months ended September 30, 2015 - $155,203) in stock-based compensation relating to employee stock options that were issued and/or had vesting terms.

As at September 30, 2016, the aggregate intrinsic value of the outstanding exercisable options was $171,000 (December 31, 2015 - $Nil).

	Shares			Weighted Average Exercise Price per Share
Options outstanding and exercisable, December 31, 2014		750,000		$	1.29
Options granted		570,000		$	0.58
Options forfeited		(250,000	)	$	1.18
Options outstanding, December 31, 2015		1,070,000		$	0.94
Options exercisable, December 31, 2015		976,667		$	0.97
Options outstanding, September 30, 2016		1,070,000		$	0.94
Options exercisable, September 30, 2016		1,023,334		$	0.96

The following table summarizes information about stock options outstanding and exercisable at September 30, 2016:

Expiry Date	Number Outstanding		Number Exercisable		Remaining Contractual Life (Years)	Exercise Price
June 3, 2018		50,000		50,000	1.67	$	1.16
September 3, 2018		150,000		150,000	1.93	$	1.59
September 18, 2018		300,000		300,000	1.97	$	1.26
September 8, 2020		570,000		523,334	3.94	$	0.58
Balance, September 30, 2016		1,070,000		1,023,334	3.00

12

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

4. Share Capital – Continued

Warrants

During the nine months ended September 30, 2016, the Company issued 6,317,700 (nine months ended September 30, 2015 – 10,000,000) share purchase warrants in connection with a financing. See Note 7(v) and 9, for accounting treatment. The following is a summary of common share purchase warrants activity:

	September 30,2016		December 31,2015
Balance, beginning of period		10,000,000		-
Issued		6,317,700		10,000,000
Balance, end of period		16,317,700		10,000,000

*Included in the warrants issued are 757,700 non-tradable share purchase warrants issued to brokers.

The following table summarizes information about share purchase warrants outstanding and exercisable at September 30, 2016:

Expiry Date	Number Outstanding		Remaining Contractual Life (Years)	Exercise Price
June 8, 2020		10,000,000	3.69	$	0.95
July 25, 2019		6,317,700	2.82	C$	2.00

5. Asset Retirement Obligations and Financial Reclamation Assurance

Financial Reclamation Assurance

The Company 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.  The Company’s provision for reclamation of the property is estimated each year by an independent consulting engineer. This estimate, once approved by state and county authorities, forms the basis for the reclamation financial assurance. The reclamation assurance provided as at September 30, 2016 was $1,464,592 (December 31, 2015 - $624,142).

The Company 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 heap leach pad, the overflow pond, and the solution collection channel. The reclamation financial assurance estimate for as of September 30, 2016 is $1,210,889 (December 31, 2015 - $Nil). 

In addition to the above, the Company 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 for as of September 30, 2016 is $278,240 (December 31, 2015 - $278,240). 

The Company entered into $3.0 million in surety bond agreements in order to release its reclamation deposits and post a portion of the financial assurance due in 2016. The Company pays a yearly premium. Golden Queen Ltd. has provided a corporate guarantee on the surety bonds.

13

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

5. Asset Retirement Obligations and Financial Reclamation Assurance - Continued

Asset Retirement Obligation

The total asset retirement obligation as of September 30, 2016 is $1,268,541 (December 31, 2015 - $978,453). 

The Company estimated its asset retirement obligations based on its understanding of the requirements to reclaim and clean-up its property based on its activities to date.  During the three and nine months ended September 30, 2016, there was an increase of $96,696 and $290,088 (Three and nine months ended September 30, 2015 - $Nil and $278,240) to the asset retirement obligations. Of these totals, $74,167 and $245,029 was capitalized to property, plant, equipment and mineral interests as the asset portion of the asset retirement obligation for the three and nine months ended September 30, 2016 (Three and nine months ended September 30, 2015 - $Nil and $71,892).  The remaining amount of $22,529 and $45,059, for the three and nine months ended September 30, 2016, was expensed to operations as accretion expense (Three and nine months ended September 30, 2015 - $Nil and $Nil). The Company estimates that the cash outflows related to these reclamation activities will be incurred primarily in 2028.   Reclamation provisions are measured at the expected value of future cash flows discounted to their present value using a credit adjusted risk-free interest rate and adjusted for inflation. The Company used a credit adjusted risk-free rate of 9.20% (December 31, 2015 – 9.20%) and an inflation rate of 2.27% (December 31, 2015 – 2.27%).

The following is a summary of asset retirement obligations:

	September 30, 2016		December 31, 2015
Balance, beginning of the period	$	978,453	$	624,142
Accretion		45,059		-
Changes in cash flow estimates		245,029		354,311
Balance, end of the period	$	1,268,541	$	978,453

6. Commitments and Contingencies

Property rent payments and Production Royalties

The Company has acquired a number of mineral properties outright. It has acquired exclusive rights to explore, develop and mine other portions of the Project under various mining lease agreements with landowners. 

The Company is required to make property rent payments related to its mining lease agreements with landholders, in the form of advance minimum royalties.  The total property rent payments for the three and nine months ended September 30, 2016 were $Nil and $18,206 (three months ended September 30, 2015 – $8,539 and nine months ended September 30, 3015 - $68,706), and the Company expects to pay approximately $30,000 in property rent payments in 2016.

Production royalty payments commenced during the first quarter of 2016. The Company has paid $345,184 and $406,147 in production royalties during the three and nine months ended September 30, 2016, respectively.

There are multiple third party landholders and the royalty amount due to each landholder over the life of the Project varies with each property. 

Finder’s fee

The Company has agreed to issue 100,000 common shares as a finder’s fee in connection with certain property acquisitions upon commencement of commercial production, as defined in the agreement, at the Project. As of September 30, 2016, commercial production had not commenced and accordingly no shares have been issued.

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 project, and cause changes or delays in the Company’s activities.

14

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

6. Commitments and Contingencies - continued

Compliance with Environmental Regulations - continued

The Company may, from time to time, be involved in legal proceedings and claims that arise in the ordinary course of business. The Company believes that any adverse outcome of existing claims, individually or in the aggregate, would not have a material effect on its financial position, results of operations or cash flows.

See Note 13 for further details on the mining equipment loans.

7. Related Party Transactions

Except as noted elsewhere in these consolidated financial statements, related party transactions are disclosed as follows:

(i) Consulting Fees

For the three and nine months ended September 30, 2015, the Company paid $Nil and $201,312 to Mr. H. Lutz Klingmann for services as President of the Company. Included in these consulting fees was $155,428 related to 150,000 bonus shares (Refer to Note 4 – Share Capital). There were no consulting fees paid during the three and nine months ended September 30, 2016.

During the three and nine months ended September 30, 2016, the Company paid a total of $27,447 and $83,685 (Three and nine months ended September 30, 2015 - $44,732 and $81,584) to the three independent directors of the Company. During the three and nine months ended September 30, 2016, Thomas M. Clay did not receive director fees.

(ii) Notes Payable

On January 1, 2014, the Company entered into an agreement to secure a $10,000,000 loan (the “January 2014 Loan”). The January 2014 Loan was provided by members of the Clay family, who are shareholders of the Company, including $7,500,000 provided by an investment vehicle managed by Thomas M. Clay, a Director and insider of the Company. The January 2014 Loan had a twelve-month term and an annual interest rate of 5%, payable on the maturity date.

The January 2014 Loan was repaid on a date that is less than 183 days before the maturity date. As a result, the Company paid the Lenders an additional charge in the amount that is equivalent to 5% of the principal amount, plus interest on the principal amount at the rate of 5% per annum accrued to the date the January 2014 Loan was repaid. The Company repaid $7,500,000 loan plus the $375,000 accrued interest and $375,000 additional charge on December 31, 2014.

The remaining balance of the loan, $2,500,000, the accrued interest of $125,000 and the additional charge of $125,000, were paid on January 5, 2015.

On December 31, 2014 the Company also entered into a new loan (the “December 2014 Loan”) with the same parties for an amount of $12,500,000. The December 2014 Loan was due on demand on July 1, 2015 and bore an annual interest rate of 10% payable at the end of each quarter. The loan was guaranteed by GQM Holdings, and secured by a pledge of the Company's interests in GQM Canada, GQM Canada’s interest in GQM Holdings and GQM Holdings' 50% interest in GQM LLC.

The Company also incurred a financing fee to secure the loan in the amount of $1,000,000, of which $750,000 was paid on December 31, 2014 and the remaining $250,000 was paid on January 5, 2015. The Company agreed to pay the legal fees incurred by the lenders relating to this instrument which amounted to $90,916. The total legal fees paid for the transaction were $118,695.

15

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

7. Related Party Transactions – Continued

(ii) Notes Payable - Continued

On June 8, 2015, the Company amended the December 2014 Loan to extend the maturity to December 8, 2016 and increased the principal amount from $12,500,000 to $37,500,000 (the “June 2015 Loan”). The Company also issued 10,000,000 common share purchase warrants exercisable for a period of five years expiring June 8, 2020. The common share purchase warrants have an exercise price of $0.95. All other terms remained the same as the December 2014 Loan. The Company also incurred a financing fee to secure the loan in the amount of $1,500,000, all of which was paid on June 8, 2015. The Company agreed to pay the legal fees incurred by the lenders relating to this instrument which amounted to $46,408. The legal fees were expensed as the transaction met the definition of a debt extinguishment. The terms of the registration rights remains unchanged as does the Company’s assessment of the likelihood of the registration rights being exercised.

	September 30, 2016		December 31, 2015
Balance, beginning of the period	$	36,053,012	$	13,881,305
Accretion of discount on the June 2015 Loan		1,853,023		1,374,228
Interest payable transferred to principal balance of the June 2015 loan		2,977,029		1,181,507
Fair value at inception, notes payable		-		33,497,277
Repayment of loans		-		(2,500,000	)
Accretion of financing and legal fees		-		967,156
Extinguishment of the December 2014 Loan		-		(12,500,000	)
Loss on extinguishment of debt		-		151,539
Balance, end of the period	$	40,883,064	$	36,053,012

Interest payable relating to the June 2015 Loan as at September 30, 2016 was $1,050,023 (December 31, 2015 - $969,645). Subsequent to September 30, 2016, the $1,050,023 interest payable was paid in cash. Please refer to Note 15 for complete details.

(iii) Share Purchase Warrants

On June 8, 2015 the Company issued 10,000,000 share purchase warrants to the Clay family in connection with the June 2015 Loan. The share purchase warrants are exercisable until June 8, 2020 at an exercise price of $0.95. Included in the June 2015 Loan agreement was an anti-dilution provision. If the Company were to complete a financing at a share price lower than the exercise price of the share purchase warrants, the exercise price of the share purchase warrants would be adjusted to match the price at which the financing was completed.

The share purchase warrants meet the definition of a derivative liability instrument as the exercise price is not a fixed price as described above. Therefore, the settlement feature does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15.

The fair value of the derivative liability related to the share purchase warrants as at September 30, 2016 is $4,870,193 (December 31, 2015 - $2,498,269). The derivative liability was calculated using an option pricing valuation model with the following assumptions:

16

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

7. Related Party Transactions – Continued

(iii) Share Purchase Warrants - Continued

	2016	2015
Risk-free interest rate	0.51% - 0.68%	0.73% - 1.02%
Expected life of derivative liability	3.69 - 4.19 years	4.44 - 5 years
Expected volatility	79.45% - 83.3%	72.29% - 76.11%
Dividend rate	0.00%	0.00%

The estimated fair value of the share purchase warrants is as follows:

	September 30, 2016		December 31, 2015
Balance, beginning of the period	$	2,498,269	$	-
Fair value at inception		-		4,002,723
Change in fair value		2,371,924		(1,504,454	)
Balance, end of the period	$	4,870,193	$	2,498,269

(iv) Amortization of Discounts and Interest Expense

The following table summarizes the amortization of discounts and interest on loans and convertible debentures:

	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,
	2016		2015		2016		2015
Accretion of the June 2015 Loan discount	$	620,971	$	600,797	$	1,853,024	$	743,866
Interest expense related to the June 2015 Loan		1,050,023		937,500		3,057,406		1,166,667
*Interest expense related to Komatsu financial loans		143,567		91,301		463,818		135,859
Interest expense related to the convertible debentures		-		14,321		-		94,907
Amortization of the convertible debentures		-		262,203		-		1,852,754
Interest expense related to the december 2014 Loan		-		-		-		547,945
Accretion of the december 2014 loan financing fees		-		-		-		967,155
Accretion of discount and interest on loan and convertible debentures	$	1,814,561	$	1,906,122	$	5,374,249	$	5,509,153

The Company’s loans were contracted to fund significant development costs. The Company capitalizes a portion of the interest expense as it related to funds borrowed to complete development activities at the Project site.

	Three Months Ended September 30,		Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
	2016		2015			2016			2015
Accretion of discounts and interest on loan, advance and convertible debenture*	$	1,814,561	$	1,906,122		$	5,374,249		$	5,509,153
Less: Interest costs capitalized**		-		(924,732	)		(1,005,223	)		(2,509,899	)
Interest expense	$	1,814,561	$	981,390		$	4,369,026		$	2,999,254

*Komatsu is not a related party and has only been included in the above table to reconcile the total interest expense incurred for the period to the amounts capitalized and expensed. 

**Interest capitalization ended on March 31, 2016 as the mine went into production on April 1, 2016.

17

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

7. Related Party Transactions – Continued

(v) Joint Venture Transaction

Variable Interest Entity

In accordance with ASC 810-10-30, the Company has determined that GQM LLC meets the definition of a VIE and that the Company is part of a related party group that, in its entirety, would meet the definition of a primary beneficiary.   Although no individual variable interest holder individually meets the definition of a primary beneficiary in the absence of the related party group, Golden Queen has determined it is considered the member of the related party group most closely associated with GQM LLC.  As a result, the Company has consolidated 100% of the accounts of GQM LLC in these consolidated financial statements, while presenting a non-controlling interest portion representing the 50% interest of Gauss in GQM LLC on its balance sheet.  A portion of the non-controlling interest has been presented as temporary equity on the Company’s balance sheet representing the initial value of the non-controlling interest that could potentially be redeemable by Gauss in the future.

The net assets of GQM LLC as of September 30, 2016 and December 31, 2015 are as follows:

	September 30, 2016			December 31, 2015
Assets, GQM LLC	$	154,296,007		$	158,209,916
Liabilities, GQM LLC		(20,599,036	)		(22,591,211	)
Net assets, GQM LLC	$	133,696,971		$	135,618,705

Included in the assets above, is $15,414,250 (December 31, 2015 - $31,531,853) in cash held as at September 30, 2016. The cash in GQM LLC is directed specifically to fund working capital until the Project reaches positive cash flows. The liabilities of GQM LLC do not have recourse to the general credit of the primary beneficiary except in two situations. Please refer to notes 5 and 13 for details on the exceptions.

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 September 30,			Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
	2016			2015			2016			2015
Net and comprehensive income (loss) in GQM LLC	$	1,706,349		$	(557,852	)	$	(1,921,733	)	$	(2,556,001	)
Non-controlling interest percentage		50	%		50	%		50	%		50	%
Net and comprehensive income (loss) attributable to non-controlling interest	$	853,173		$	(278,926	)	$	(960,867	)	$	(1,278,001	)
Net and comprehensive income (loss) attributable to permanent non-controlling interest	$	511,904		$	(167,355	)	$	(576,520	)	$	(766,801	)
Net and comprehensive income (loss) attributable to temporary non-controlling interest	$	341,269		$	(111,571	)	$	(384,347	)	$	(511,200	)

	Permanent Non- Controlling Interest			Temporary Non- Controlling Interest
Carrying value of non-controlling interest, December 31, 2015	$	40,685,611		$	27,123,741
Net and comprehensive loss for the period		(576,520	)		(384,347	)
Carrying value of non-controlling interest, September 30, 2016	$	40,109,091		$	26,739,394

18

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

8. Derivatives used as Hedging Instruments

During the nine months ended September 30, 2016, the Company entered into a series of “zero-cost put/ call” collar contracts for gold with settlements scheduled between September 30, 2016 and December 30, 2016 with an average floor price of $1,100 per ounce and an average ceiling price of $1,320 per ounce. These derivative instruments were not designated as hedges by the Company and are recorded at their fair value at the end of each reporting period with changes in fair value recorded in the statement of loss and comprehensive loss.

For the three and nine months ended September 30, 2016, the Company recorded an unrealized gain of $206,239 and a loss of $115,395 (Three and nine months ended September 30, 2015 - $Nil and $Nil) in the statement of income (loss) and comprehensive income (loss) on these contracts.

The following is a summary, by maturity dates, of the Company’s gold collar contracts outstanding as at September 30, 2016:

	2016
Gold zero cost collars:
Floor amount (ounces)		3,000
Average floor price	$	1,100
Ceiling amount (ounces)		3,000
Average ceiling price	$	1,320

The unrealized fair value of these contracts at September 30, 2016 was a liability of $115,395 (December 31, 2015 - $Nil).

9. Derivative Liability

On July 25, 2016, the Company issued a total of 6,317,700 share purchase warrants with an exercise price of C$2.00. In accordance with the guidance in ASC 815-40-15, the share purchase warrants met the criteria of a derivative instrument liability because they were exercisable in a currency other than the functional currency of the Company and thus did not meet the “fixed-for-fixed” criteria of that guidance. As a result, the Company was required to separately account for the share purchase warrants as derivative instrument liabilities recorded at fair value and marked-to-market each period with the changes in the fair value each period charged or credited to income.

As at September 30, 2016, the Company had re-measured the share purchase warrants and determined the fair value of the derivative liability to be $2,165,550 using the Black-Scholes option pricing model with the following assumptions:

	September 30, 2016
Risk-free interest rate		0.51	%
Expected life of derivative liability in years		2.82
Expected volatility		84.29	%
Dividend rate		0.00	%

As of September 30, 2016, the changes of derivative liability for share purchase warrants are as follows:

	September 30, 2016
Fair value at inception	$	-
Fair value of warrants granted		2,701,288
Change in fair value of warrants		(535,738	)
Balance, end of the period	$	2,165,550

19

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

10. Supplementary Disclosures of Cash Flow Information

	Nine Months Ended September 30,		Nine Months Ended September 30,
	2016		2015
Cash paid during period for:
Interest	$	468,276	$	1,070,664
Non-cash financing and investing activities:
Common shares issued as part of a management agreement	$	-	$	155,428
Change in cash flow estimates related to asset retirement obligations charged to mineral property interests	$	245,030	$	-
Mobile equipment acquired through issuance of debt	$	295,126	$	12,088,470
Property, plant, equipment and mineral interest expenditures included in accounts payable	$	318,327	$	4,117,646
Non-cash interest cost capitalized to mineral property interests	$	838,888	$	2,509,899
Non-cash amortization of discount and interest expense	$	1,853,023	$	2,863,396
Interest payable converted to principal balance on notes payable	$	2,977,028	$	-

11. Financial Instruments

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).

	September 30, 2016
	Total		Level 1		Level 2		Level 3
Liabilities:
Share purchase warrants – Related Party (Note 7(iii))	$	4,870,193	$	-	$	4,870,193	$	-
Share purchase warrants – (Note 9)		2,165,550		-		2,165,550		-
Derivatives – Hedging instruments (Note 8)		115,395		-		115,395		-
	$	7,151,138	$	-	$	7,151,138	$	-

	December 31, 2015
	Total		Level 1		Level 2		Level 3
Liabilities:
Share purchase warrants – Related Party (Note 7(iii))	$	2,498,269	$	-	$	2,498,269	$	-

20

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

11. Financial Instruments - Continued

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.

12. Earning (Loss) Per Share

	Three Months Ended September 30,		Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
	2016		2015			2016			2015
Numerator:
Net income (loss) attributable to the shareholders of the Company– numerator for basic and diluted EPS	$	2,738,207	$	(1,924,167	)	$	(8,296,349	)	$	(4,739,618	)
Denominator:
Weighted average number of common shares outstanding -basic		108,026,944		99,928,683			102,657,767			99,881,430
Weighted average number of common shares outstanding - diluted 1		108,402,626		99,928,683			102,657,767			99,881,430
Earnings (Loss) per share – basic	$	0.03	$	(0.02	)	$	(0.08	)	$	(0.05	)
Earnings (Loss) per share – diluted	$	0.03	$	(0.02	)	$	(0.08	)	$	(0.05	)

1. Diluted weighted average number of shares for the three months ended September 30, 2016, excludes 500,000 options and 16,317,700 warrants because out of money, for the nine months ended September 30,2016, 1,070,000 anti-dilutive options and 16,317,700 warrants were excluded, (three and nine months ended September 30, 2015 –1,070,000 ant-dilutive options and 10,000,000 warrants.).

13. Loan Payable

During the nine months ended September 30, 2016, the Company acquired one piece of mobile mining equipment from Komatsu through a financing agreements. As at September 30, 2016 and December 31, 2015, the finance agreement balances are as follows:

	September 30, 2016			December 31, 2015
Balance, beginning of period	$	18,372,823		$	913,132
Additions		352,438			23,155,510
Down payments, taxes and principal repayments		(3,793,474	)		(5,695,819	)
Balance, end of period	$	14,931,786		$	18,372,823

The terms of the financing agreements are as follows:

	September 30, 2016			December 31, 2015
Total acquisition costs	$	24,614,468		$	24,262,031
Interest rates		0.00% - 4.40	%		0.00% - 4.40	%
Average remaining life (Years)		2.98			3.46
Monthly payments	$	4,669 - $33,906		$	4,669 - $33,906
Short-term portion	$	5,175,113		$	4,942,716
Long-term portion	$	9,756,674		$	13,430,107

21

GOLDEN QUEEN MINING CO. LTD.

Notes to Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2016 and 2015

(US dollars - Unaudited)

13. Loan Payable - Continued

For the three and nine months ended September 30, 2016, the Company made total down payments of $Nil and $57,313 (Three and nine months ended September 30, 2015 - $1,606,452 and $2,525,921). The down payments consist 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 one which is for three years, and are secured by the underlying asset except for the mining drill loan for which GQM Ltd. has provided a corporate guarantee.

The following table outlines the principal payments to be made for each of the remaining years:

Year	Principal Payments
2016	$	1,294,271
2017		5,198,262
2018		5,323,624
2019		3,115,631
2020		-
Total	$	14,931,788

14. Comparative Figures

Certain comparative figures have been reclassified to conform to the financial statement presentation adopted for the current year. The reclassifications had no impact on the net loss, comprehensive loss, deficit accumulated or the cash flows as previously reported. Also see Note 16 for restatement of certain 2015 balances.

15. Subsequent Events

On October 1st, 2016, the Company made an interest payment of $1,050,023 in accordance with the terms of the June 2015 loan agreement.

Subsequent to September 30, 2016, GQM LLC acquired a blasthole drill valued at $1.1 million. A down payment of $0.2 million was made with the remaining amount being financed over 36 months at a rate of 4.40%. The loan agreement has been guaranteed by Golden Queen.

16. Prior Periods Financial Restatements

During the preparation of the deferred tax calculations for the year ended December 31, 2015, the Company found an accounting error in the calculation of the deferred income taxes for the year ended December 31, 2014. The accounting error related to the recognition of a deferred tax liability resulting from the dilution gain recorded in additional paid-in capital from the JV transaction (Note 7(v)). The impact of the error on the financial statements as at September 30, 2015 is presented below. There was no impact on the Company’s Consolidated Statements of Loss and Comprehensive Loss or the Consolidated Statement of Cash Flows.

Impact as at September 30, 2015:

	September, 2015
	As Previously Reported		As Restated
Liabilities:
Deferred tax liability	$	-	$	12,922,000
Total liabilities	$	57,891,299	$	70,813,299
Shareholders’ Equity:
Additional paid-in capital	$	56,545,713	$	43,623,713
Total shareholders’ equity attributable to GQM Ltd.	$	40,221,722	$	27,299,722
Total shareholders’ equity	$	81,205,389	$	68,283,389

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing under Item 1 of this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under the heading “Risk Factors and Uncertainties” in our Annual Report on Form 10-K filed with the SEC on March 30, 2016, and elsewhere in this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made in this Quarterly Report on Form 10-Q may constitute “forward-looking statements”. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Except for historical information, the matters set forth herein, which are forward-looking statements, involve certain risks and uncertainties that could cause actual results to differ. Potential risks and uncertainties include, but are not limited to, unexpected changes in business and economic conditions;  significant increases or decreases in gold prices; changes in interest and currency exchange rates;  unanticipated grade changes; changes in recovery rates of gold and silver; metallurgy, processing, access, availability of materials, equipment, supplies and water; determination of reserves; results of current and future drilling activities; joint venture relationships; economic volatility, either globally or in the U.S.; local and community impacts and issues; accidents and labor disputes; environmental costs and risks; and ability to refinance debt at reasonable rates or at all. Forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continues” or the negative of these terms or other comparable terminology, or which by their nature refer to future events. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.Forward-looking statements are made based on management’s beliefs, estimates, and opinions on the date the statements are made, and we undertake no obligation to update such forward-looking statements if these beliefs, estimates, and opinions should change, except as required by law.

The following discussion of the operating results and financial condition of Golden Queen Mining Co. Ltd. (“Golden Queen”, “Company”, “we”, “our” or “us”) is as at November 9, 2016 and should be read in conjunction with the unaudited condensed consolidated interim financial statements of the Company for the quarter ended September 30, 2016 and the notes thereto.

The information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations is prepared in accordance with U.S. generally accepted accounting principles and all amounts herein are in U.S. dollars unless otherwise noted.

The Soledad Mountain Project

Overview

The Company is an emerging gold and silver producer utilizing an open pit, heap leach operation on its Soledad Mountain property, located just outside the town of Mojave in Kern County in southern California. The Soledad Mountain Project (the “Project”) utilizes conventional open pit mining methods and the cyanide heap leach and Merrill-Crowe processes to recover gold and silver from crushed, agglomerated ore.

The Company closed a joint venture transaction (the “Joint Venture Transaction”) with Gauss LLC (“Gauss”) pursuant to which it sold 50% of its ownership in the Project for an investment of $110 million in September 2014. Gauss is a funding vehicle owned by entities controlled by Leucadia National Corporation (NYSE: LUK) (“Leucadia”) and certain members of the Clay family, a shareholder group which, at the time of the Joint Venture Transaction, collectively owned approximately 27% of the issued and outstanding shares of Golden Queen (the “Clay Group”). Gauss is owned 70.51% by Gauss Holdings LLC (“Gauss Holdings”, Leucadia’s investment entity) and 29.49% by Auvergne LLC (“Auvergne”, the Clay Group’s investment entity).

23

Golden Queen Mining Co., Inc. (“GQM Inc.”), a California corporation and the wholly-owned subsidiary of the Company, was converted into a limited liability company, Golden Queen Mining Company, LLC (“GQM LLC”) on September 10, 2014 in preparation for the formation of the Joint Venture. Golden Queen Mining Holdings (“GQ Holdings”), the Company’s wholly-owned subsidiary, now owns a 50% interest in GQM LLC and Gauss holds the remaining 50%.

Please refer to the Company’s Form 10-K dated March 30, 2016 for information on the Project and the Joint Venture Transaction.

The Company commenced commissioning of the facilities in the last quarter of 2015. The first gold and silver doré was poured, as part of the testing and commissioning process, on March 1, 2016. Testing and commissioning continued in March 2016 and production commenced on April 1, 2016.

Commissioning of the Facilities

Commissioning of the crushing-screening plant commenced in the fourth quarter of 2015 as scheduled.  Leaching of the agglomerated ore was initiated in early February and the commissioning of the Merrill-Crowe facility was completed mid-February. A significant milestone was achieved when the inaugural gold and silver doré bar was poured on March 1, 2016.

The crushing and screening plant continued to be ramped up during the third quarter and 24-hour, 7-day per week operations commenced in June. Irrigation rates of ore on the heap were at the upper level of anticipated flow. The Company anticipates achieving an average throughput of 10,000-11,000 tons per day by the end of 2016.

In accordance with US GAAP, the Company started recognizing revenues and expenses related to the sale of metals in the second quarter of 2016.

Please refer to the Operating performance section below for further details.

Feasibility Study

The Company filed a technical report pursuant to National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) titled “Soledad Mountain Technical Report and Updated Feasibility Study” with an effective date of February 25, 2015 (the “Technical Report”) on the System for Electronic Document Analysis and Retrieval (“SEDAR”) on February 27, 2015 and the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) on March 2, 2015.

Please refer to the Company’s news release dated February 10, 2015 and Form 10-K dated March 30, 2016 for further details on the Technical Report and updated feasibility study. The Technical Report and updated feasibility study are also available on the Company’s website or on SEDAR.

The Center for Biodiversity Petition to List the Mohave Shoulderband Snail as an Endangered Species

On January 31, 2014, the Center for Biological Diversity (“CBD”) filed an emergency petition (the “Petition”) with the United States Fish and Wildlife Service (“USFWS”) asking the USFWS to list the Mohave Shoulderband snail as a threatened or endangered species. Citing a report published more than 80 years ago, the Petition claims that the snail exists in only three places and that most of the snail habitat occurs on Soledad Mountain, where the Company is developing the Project.

The Company worked with its environmental and legal advisors to prepare a detailed response to the petition, which was filed with the USFWS on March 31, 2014. The Company’s response is available on the Company’s website at www.goldenqueen.com.

On April 22, 2014, the Company learned that the USFWS had determined that there is no emergency to justify listing the Mohave Shoulderband snail as threatened or endangered under the Endangered Species Act of 1973, as amended. The USFWS reviewed the petition filed by the CBD and concluded that there was no imminent threat to the snail that would cause them to believe an emergency listing was required.

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Even though an emergency listing was not warranted, the USFWS is required by the Endangered Species Act to continue processing the listing petition. A public comment period on the petition commenced on April 10, 2015 for a period of 60 days. On September 9, 2015, the USFWS and the CBD entered into a Stipulated Settlement Agreement that established a 12 Month Finding date of April 11, 2016.

In November 2015, the Company, the USFWS, and the CBD entered into a Memorandum of Understanding under which the USFWS and the CBD agreed to defer the 12 Month Finding date to June 30, 2017, and the Company agreed not to disturb until June 30, 2017 certain points on Soledad Mountain where snails or snail shells had been identified. The Company, the USFWS, and the CBD have jointly selected a third party environmental consultant that will conduct a survey to better understand the snail’s range and distribution on Soledad Mountain before the USFWS prepares its 12 Month Finding. Surveying is anticipated to take place between the fall of 2016 and the spring of 2017.

The ongoing review by the USFWS does not affect the Project’s regulatory approvals or interfere with the Project’s operation. The November 2015 Memorandum of Understanding caused no material adjustments to the Project’s mine plan. The Company believes that conservation of any snail habitat areas can be accomplished without material adjustments to the Project’s mine plan and is preparing a conservation plan accordingly. If the USFWS ultimately finds that the snail is ‘endangered’ or ‘threatened’ and no agreed conservation plan is established, material adjustments to the Project’s mine plan may be required.

Other Legal Matters

National Labor Relations Board

The Company filed a charge with the National Labor Relations Board (the “NLRB”) against the Building and Construction Trades Council of Kern, Inyo, and Mono Counties (the “Union”) on May 23, 2014. The charge was in response to the action taken by the Union related to a 1997 project labor agreement (PLA) that the Company believes is not applicable to the Project and unenforceable under federal labor law.

The NLRB issued a Complaint against the Union and the matter was heard by an NLRB Administrative Law Judge resulting in a December 2015finding by the judge that the PLA violates Section 8(e) of the National Labor Relations Act and is therefore unenforceable. The Union has appealed that decision to the NLRB in Washington, D.C., and the North America’s Building Trades Unions have filed an amicus curiae brief in support. The Company has filed its Responses to both briefs.

Results of Operations

The following are the results of operations for the three and nine months ended September 30, 2016, and the corresponding periods ended September 30, 2015.

The Company had $13,450,545 and $16,914,638 revenues from operations during the three and nine months ended September 30, 2016.

The Company incurred general and administrative expenses of $657,305 and $3,166,970 during the three and nine months ended September 30, 2016 as compared to $672,738 and $3,403,485 for the same periods in 2015. Costs were lower by $15,433 and $236,515 for the three and nine months ended September 30, 2016 when compared with the same periods in 2015. The reasons for the variance in costs are highlighted below.

The following significant general and administrative expenses were incurred during the nine months ended September 30, 2016:

· $551,856 (2015 - $700,912) for legal expenses. Legal costs were lower during the nine months ended September 30, 2016 as compared to the same period in 2015 due to the legal fees related to the financing activities and the snail and union issues in 2015 (see Other Legal Matters section above).

· $544,503 (2015 - $372,976) for audit, tax and accounting fees. Audit and accounting costs were higher during the nine months ended September 30, 2016 as compared to the same period in 2015 mainly due to the increased complexity of the audit work as the Soledad Mountain entered production and the additional costs relating to the calculations of the deferred tax liability.

25

· $355,756 (2015 - $217,515) for insurance expenses. The insurance expense increase is related to the general increase in corporate and site activities. Enhanced insurance coverage is required because construction of the processing facilities is complete and the Project has transitioned into the production phase.

· $Nil (2015 - $201,312) for consulting expenses. The 2015 consulting fees were payments for the services provided by the Company’s former CEO. The current CEO salary is now included under corporate salary.

· $Nil (2015 - $108,545) for feasibility study expenses. The 2015 feasibility study expenses were related to the preparation of the Company’s revised feasibility study, which was completed in February 2015.

The following significant general and administrative expenses were incurred during the three months ended September 30, 2016:

· $115,980 (2015 - $81,613) for insurance expenses. The insurance expense increase is related to the general increase in corporate and site activities. Enhanced insurance coverage is required because construction of the processing facilities is complete and the Project has transitioned into the production phase.

· $19,507 (2015 - $85,590) for legal expenses. Legal costs were significantly lower during the three months ended September 30, 2016 as compared to the same period in 2015 due to the legal fees related to the financing activities and the snail and union issues in 2015. (see Other Legal Matters section above).

The Company experienced net foreign exchange gains of $273,470 and $271,365 during the three and nine months ended September 30, 2016, as compared with gains of $319,600 and $786,688 for the same period in 2015. The net foreign exchange gain is made up by realized and unrealized gains and losses related to the Company’s Canadian expenditures, the Canadian balances of cash, accounts payable and, in 2015, the convertible debentures. During the third quarter of 2015 the net foreign exchange gain was mainly the result of the unrealized gain on the convertible debentures, which were denominated in Canadian dollars while the Company’s functional currency is the US dollar. The exchange rate, stated in US dollar per one Canadian dollar, moved from $0.72 as of December 31, 2015 to $0.76 on September 30, 2016.

For the three and nine months ended September 30, 2016, the Company incurred a total interest expense of $1,814,561 and $4,369,026 respectively (three months ended September 30, 2015 - $981,390, nine months ended September 30, 2015 – $2,999,254) related to its various loans. The increase is mainly due to the amortization of the discount of the June 2015 Loan (as defined in the Transactions with Related Parties section below) and the fact that the Company no longer capitalizes a portion of the interest payable. Please refer to the Transaction with Related Parties section for a complete breakdown of the interest expenses.

During the third quarter of 2016 the amount of the Company’s derivative liability includes the warrants issued in conjunction with the June 2015 Loan and the fair value of hedging instruments and the warrants issued in conjunction with the July 2016 financing. During the third quarter of 2015 the Company’s derivative liability included the convertible debentures and the warrants issued in conjunction with the June 2015 Loan. The Company recorded a decrease in the derivative liability including foreign exchange of $3,944,411 mostly as a result of a decrease in the Company’s share price during the three months ended September 30, 2016 as compared to an increase of $598,770 for the same quarter in 2015. For the nine months ended September 30, 2016, the Company recorded an increase in the derivative liability including foreign exchange of $1,951,581 as a result of a significant increase in the Company’s share price during the nine months ended September 30, 2016 as compared to a decrease of $1,868,329 for the same period in 2015. Refer to Notes 7(iii), 8 and 9 of the unaudited condensed consolidated interim financial statements for a detailed analysis of the changes in fair value of the derivative liability.

Interest income of $33,313 (2015 - $49,805) was lower during the three months ended September 30, 2016 as compared with the same period in 2015 due to a decrease in the cash balances. For the nine months ended September 30, 2016, the interest income was $116,215 (2015 - $168,330) as compared with the same period in 2015 also due to a decrease in the cash balances. Interest rates remained low during the second quarter and are projected to remain low for the remainder of 2016.

26

The Company recorded net income and comprehensive income of $2,738,207* and a net loss and comprehensive loss of $8,296,349* (or $0.03 and $(0.08) income and (loss) per basic share) during the three and nine months ended September 30, 2016 respectively as compared to a net loss and comprehensive loss of $1,924,167* and $4,739,168* respectively (or $0.02 and $0.05 loss per basic share) during the same periods of 2015. The difference between the three and nine months ended September 30, 2016 and 2015 is mainly due to the significant increase in the derivative liability related to the Company’s warrants and increase in interest expense. The Company also recorded revenue of $13,450,545 and $16,914,638 during the three and nine months ended September 2016 respectively.

* Attributable to the Company.

Summary of Quarterly Results

Results for the eight most recent quarters are set out in the table below and can be found in the respective interim reports:

Results for the quarter ended on:	Sept. 30,		June 30,			March 31,			Dec. 31,
	2016		2016			2016			2015
Item	$		$			$			$
Revenue		13,450,545		3,464,093			Nil			Nil
Net income (loss) for the quarter *		2,738,207		(2,108,781	)		(8,925,777	)		(721,587	)
Basic net income (loss) per share		0.03		(0.02	)		(0.09	)		(0.01	)
Diluted net income (loss) per share		0.03		(0.02	)		(0.09	)		(0.01	)

	Sept. 30,			June 30,			March 31,			Dec. 31,
	2015			2015			2015			2014
Item	$			$			$			$
Revenue		Nil			Nil			Nil			Nil
Net income (loss) for the quarter *		(1,924,167	)		(1,379,265	)		(1,436,187	)		1,543,120
Basic net income (loss) per share		(0.02	)		(0.01	)		(0.01	)		0.02
Diluted net income (loss) per share		(0.02	)		(0.01	)		(0.01	)		0.00

* Net income (loss) for the period attributable to the Company

Although the Company generated revenues in the second and third quarter respectively, for the quarters illustrated in the above table, the main reasons for the significant fluctuations in net income (loss) between periods are the fluctuations in the Company’s derivative liabilities from warrants, interest expense and the costs related to the Joint Venture Transaction. The Company’s derivative liabilities are a function of the Company’s stock price as compared to the instruments’ strike price and the exchange rate between the Canadian dollar and the US dollar. As the stock price rises, the derivative liabilities increase resulting in the Company recognizing losses. When the stock price decreases, the Company recognizes gains. 

For fiscal 2015, the Company experienced a loss related to its derivative liabilities in the amount of $101,749 (2014 – Loss of $5,747,376) in the first quarter whereas it recorded a gain of $2,568,849 (2014 – Gain of $1,634,681) during the second quarter. The second quarter gain was however off-set by higher interest expense and a one-time financing fee of $1,500,000 paid in connection with the June 2015 Loan. In the third quarter of 2015, the Company experienced a loss of $598,770 (2014 – Gain of $2,861,314) related to the derivative liabilities. Adding to the losses for the three months ended September 30, 2015 were the interest expense and amortization of the discount on the June 2015 Loan and the convertible debenture and the interest expense related to the Komatsu loans. In the fourth quarter of 2015, the Company experienced a gain of $1,465,895 (2014 – Gain of $2,255,598) related to the derivative liabilities. This gain was partially off-set by interest expense and amortization of the discount on the June 2015 Loan and the interest expense related to the Komatsu loans.

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In general, the results of operations can vary from quarter to quarter depending upon the nature, timing and cost of activities undertaken during the quarter, whether or not the Company incurs gains or losses on foreign exchange or grants stock options, and the movements in its derivative liability.

Please refer to the Results of Operations section above for the results of operations for the three and nine months ended on September 30, 2016.

Reclamation Financial Assurance and Asset Retirement Obligation

Reclamation Financial Assurance

The Company 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.  The Company’s provision for reclamation of the property is estimated each year by an independent consulting engineer. This estimate, once approved by state and county authorities, forms the basis for the reclamation financial assurance. The reclamation assurance provided as at September 30, 2016 was $1,460,592 (December 31, 2015 - $624,142).

The Company 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 heap leach pad, the overflow pond, and the solution collection channel. The reclamation financial assurance estimate for as of September 30, 2016 is $1,210,889 (December 31, 2015 - $Nil). 

In addition to the above, the Company 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 for as of September 30, 2016 is $278,240 (December 31, 2015 - $278,240). 

The Company entered into $3.0 million in surety bond agreements in order to release its reclamation deposits and post a portion of the financial assurance due in 2016. The Company pays a yearly premium. Golden Queen Ltd. has provided a corporate guarantee on the surety bonds.

Asset Retirement Obligation

The total asset retirement obligation as of September 30, 2016 is $1,268,541 (December 31, 2015 - $978,453). 

The Company estimated its asset retirement obligations based on its understanding of the requirements to reclaim and clean-up its property based on its activities to date.  During the three and nine months ended September 30, 2016, there was an increase of $96,696 and $290,088 (Three and nine months ended September 30, 2015 - $Nil and $278,240) to the asset retirement obligations. Of these totals, $74,167 and $245,030 was capitalized to property, plant, equipment and mineral interests as the asset portion of the asset retirement obligation for the three and nine months ended September 30, 2016 (Three and nine months ended September 30, 2015 - $Nil and $71,892).  The remaining amount of $22,529 and $45,058, for the three and nine months ended September 30, 2016, was expensed to operations as accretion expense (Three and nine months ended September 30, 2015 - $Nil and $Nil).

The Company estimates that the cash outflows related to these reclamation activities will be incurred primarily in 2028.   Reclamation provisions are measured at the expected value of future cash flows discounted to their present value using a credit adjusted risk-free interest rate and adjusted for inflation. The Company used a credit adjusted risk-free rate of 9.20% (December 31, 2015 – 9.20%) and an inflation rate of 2.27% (December 31, 2015 – 2.27%).

Property Rent Payments and Production Royalties

The Company has acquired a number of mineral properties outright. It has acquired exclusive rights to explore, develop and mine other portions of the Project under various mining lease agreements with landowners. 

The Company is required to make property rent payments related to its mining lease agreements with landholders, in the form of advance minimum royalties.  The total property rent payments for the three and nine months ended September 30, 2016 were $Nil and $18,206 (three months ended September 30, 2015 – $8,539 and nine months ended September 30, 3015 - $68,706), and the Company expects to pay approximately $30,000 in property rent payments in 2016.

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Production royalty payments commenced during the first quarter of 2016. The Company has paid $345,184 and $406,147 in production royalties during the three and nine months ended September 30, 2016, respectively.

There are multiple third party landholders and the royalty amount due to each landholder over the life of the Project varies with each property. 

Contractual Obligations

GQM LLC’s contractual obligations as of September 30, 2016 are shown in the table below:

	Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Debt obligations (mostly mobile mining equipment financing)	$	14,931,787	$	5,175,113	$	9,514,785	$	241,889	$	-
Asset retirement obligations (Undiscounted)	$	2,949,625		-		-		-	$	2,949,625
Total	$	17,881,412	$	5,175,113	$	9,514,785	$	241,889	$	2,949,625

GQM LTD’s contractual obligations as of September 30, 2016 are shown in the table below:

	Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Interest payable - June 2015 Clay loan (July 1, 2016 payment)	$	1,050,023	$	1,050,023		-		-		-
2015 June Clay Loan (Face value)	$	41,658,535	$	41,658,535		-		-		-
Total	$	42,708,558	$	42,708,558		-		-		-

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Stock Option Plan

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 Company also adopted a house keeping amendment to the plan on April 27, 2015 to clarify the procedure for fixing the early termination date of stock options. 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 (the “TSX”) for the five 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 years. The Plan provides that the expiry date of the vested portion of a stock option will be the earlier of the date so fixed by the Board at the time the stock option is awarded and the early termination date (the “Early Termination Date”). The Early Termination Date will be the date the vested portion of a stock option expires following the option holder ceasing to be a director, employee or consultant, as determined by the Board at the time of grant, or in the absence thereof at any time prior to the time the option holder ceases to be a director, employee or consultant, in accordance with and subject to the provisions of the Plan. All options granted under the 2013 Plan will be subject to such vesting requirements as may be prescribed by the TSX, if applicable, or as may be imposed by the Board.

A total of 1,070,000 (1,023,334 exercisable) (December 31, 2015 – 1,070,000 (976,667 exercisable); September 30, 2015 – 1,270,000 (1,176,666 exercisable)) common shares were issuable pursuant to such stock options as at September 30, 2016.

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Transactions with Related Parties

Except as noted elsewhere in this Form 10-Q, related party transactions are disclosed as follows:

(i) Consulting Fees

For the three and nine months ended September 30, 2015, the Company paid $Nil and $201,312 to Mr. H. Lutz Klingmann for services as President of the Company. Included in these consulting fees was $151,428 related to 150,000 bonus shares (Refer to Note 4 – Share Capital of the unaudited condensed consolidated interim financial statements). There were no consulting fees paid during the three and nine months ended September 30, 2016.

During the three and nine months ended September 30, 2016, the Company paid a total of $27,447 and $83,685 (Three and nine months ended September 30, 2015 - $44,732 and $81,584) to the three independent directors of the Company. During the three and nine months ended September 30, 2016, Thomas M. Clay did not receive director fees.

(ii) Notes Payable

On January 1, 2014, the Company entered into an agreement to secure a $10,000,000 loan (the “January 2014 Loan”). The January 2014 Loan was provided by members of the Clay family, who are shareholders of the Company, including $7,500,000 provided by an investment vehicle managed by Thomas M. Clay, a Director and insider of the Company. The January 2014 Loan had a twelve-month term and an annual interest rate of 5%, payable on the maturity date.

The January 2014 Loan was repaid on a date that is less than 183 days before the maturity date. As a result, the Company paid the Lenders an additional charge in the amount that is equivalent to 5% of the principal amount, plus interest on the principal amount at the rate of 5% per annum accrued to the date the January 2014 Loan was repaid. The Company repaid $7,500,000 loan plus the $375,000 accrued interest and $375,000 additional charge on December 31, 2014.

The remaining balance of the loan, $2,500,000, the accrued interest of $125,000 and the additional charge of $125,000, were paid on January 5, 2015.

On December 31, 2014 the Company also entered into a new loan (the “December 2014 Loan”) with the same parties for an amount of $12,500,000. The December 2014 Loan was due on demand on July 1, 2015 and bore an annual interest rate of 10% payable at the end of each quarter. The loan was guaranteed by GQM Holdings, and secured by a pledge of the Company's interests in GQM Canada, GQM Canada’s interest in GQM Holdings and GQM Holdings' 50% interest in GQM LLC.

The Company also incurred a financing fee to secure the loan in the amount of $1,000,000, of which $750,000 was paid on December 31, 2014 and the remaining $250,000 was paid on January 5, 2015. The Company agreed to pay the legal fees incurred by the lenders relating to this instrument which amounted to $90,916. The total legal fees paid for the transaction were $118,695.

On June 8, 2015, the Company amended the December 2014 Loan to extend the maturity to December 8, 2016 and increased the principal amount from $12,500,000 to $37,500,000 (the “June 2015 Loan”). The Company also issued 10,000,000 common share purchase warrants exercisable for a period of five years expiring June 8, 2020. The common share purchase warrants have an exercise price of $0.95. All other terms remained the same as the December 2014 Loan. The Company also incurred a financing fee to secure the loan in the amount of $1,500,000, all of which was paid on June 8, 2015. The Company agreed to pay the legal fees incurred by the lenders relating to this instrument which amounted to $46,408. The legal fees were expensed as the transaction met the definition of a debt extinguishment. The terms of the registration rights remains unchanged as does the Company’s assessment of the likelihood of the registration rights being exercised.

30

	September 30, 2016		December 31, 2015
Balance, beginning of the period	$	36,053,012	$	13,881,305
Accretion of discount on the June 2015 Loan		1,853,023		1,374,228
Interest payable transferred to principal balance of the June 2015 loan		2,977,029		1,181,507
Fair value at inception, notes payable		-		33,497,277
Repayment of loans		-		(2,500,000	)
Accretion of financing and legal fees		-		967,156
Extinguishment of the December 2014 Loan		-		(12,500,000	)
Loss on extinguishment of debt		-		151,539
Balance, end of the period	$	40,883,064	$	36,053,012

Interest payable relating to the June 2015 Loan as at September 30, 2016 was $1,050,023 (December 31, 2015 - $969,645). Subsequent to September 30, 2016, the $1,050,023 interest payable was paid in cash. Please refer to Note 15 of the unaudited condensed consolidated interim financial statements for complete details.

(iii) Share Purchase Warrants

On June 8, 2015 the Company issued 10,000,000 share purchase warrants to the Clay family in connection with the June 2015 Loan. The share purchase warrants are exercisable until June 8, 2020 at an exercise price of $0.95. Included in the June 2015 Loan agreement was an anti-dilution provision. If the Company were to complete a financing at a share price lower than the exercise price of the share purchase warrants, the exercise price of the share purchase warrants would be adjusted to match the price at which the financing was completed.

The share purchase warrants meet the definition of a derivative liability instrument as the exercise price is not a fixed price as described above. Therefore, the settlement feature does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15.

The fair value of the derivative liability related to the share purchase warrants as at September 30, 2016 is $4,870,193 (December 31, 2015 - $2,498,269). The derivative liability was calculated using an option pricing valuation model with the following assumptions:

	2016			2015
Risk-free interest rate		0.51% - 0.68	%		0.73% - 1.02	%
Expected life of derivative liability		3.69 - 4.19 years			4.44 - 5 years
Expected volatility		79.45% - 83.3	%		72.29% - 76.11	%
Dividend rate		0.00	%		0.00	%

The estimated fair value of the share purchase warrants is as follows:

	September 30, 2016		December 31, 2015
Balance, beginning of the period	$	2,498,269	$	-
Fair value at inception		-		4,002,723
Change in fair value		2,371,924		(1,504,454	)
Balance, end of the period	$	4,870,193	$	2,498,269

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(iv) Amortization of Discounts and Interest Expense

The following table summarizes the amortization of discounts and interest on loans and convertible debentures:

	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,
	2016		2015		2016		2015
Accretion of the June 2015 Loan discount	$	620,971	$	600,797	$	1,853,024	$	743,866
Interest expense related to the June 2015 Loan		1,050,023		937,500		3,057,406		1,166,667
*Interest expense related to Komatsu financial loans		143,567		91,301		463,818		135,859
Interest expense related to the convertible debentures		-		14,321		-		94,907
Amortization of the convertible debentures		-		262,203		-		1,852,754
Interest expense related to the december 2014 Loan		-		-		-		547,945
Accretion of the december 2014 loan financing fees		-		-		-		967,155
Accretion of discount and interest on loan and convertible debentures	$	1,814,561	$	1,906,122	$	5,374,249	$	5,509,153

The Company’s loans were contracted to fund significant development costs. The Company capitalizes a portion of the interest expense as it related to funds borrowed to complete development activities at the Project site.

	Three Months Ended September 30,		Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
	2016		2015			2016			2015
Accretion of discounts and interest on loan, advance and convertible debenture*	$	1,814,561	$	1,906,122		$	5,374,249		$	5,509,153
Less: Interest costs capitalized**		-		(924,732	)		(1,005,223	)		(2,509,899	)
Interest expense	$	1,814,561	$	981,390		$	4,369,026		$	2,999,254

*Komatsu is not a related party and has only been included in the above table to reconcile the total interest expense incurred for the period to the amounts capitalized and expensed.

**Interest capitalization ended on March 31, 2016 as the mine went into production on April 1, 2016.

(v) Joint Venture Transaction

Variable Interest Entity

In accordance with ASC 810-10-30, the Company has determined that GQM LLC meets the definition of a VIE and that the Company is part of a related party group that, in its entirety, would meet the definition of a primary beneficiary.   Although no individual variable interest holder individually meets the definition of a primary beneficiary in the absence of the related party group, Golden Queen has determined it is considered the member of the related party group most closely associated with GQM LLC.  As a result, the Company has consolidated 100% of the accounts of GQM LLC in these consolidated financial statements, while presenting a non-controlling interest portion representing the 50% interest of Gauss in GQM LLC on its balance sheet.  A portion of the non-controlling interest has been presented as temporary equity on the Company’s balance sheet representing the initial value of the non-controlling interest that could potentially be redeemable by Gauss in the future.

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The net assets of GQM LLC as of September 30, 2016 and December 31, 2015 are as follows:

	September 30, 2016			December 31, 2015
Assets, GQM LLC	$	154,296,007		$	158,209,916
Liabilities, GQM LLC		(20,599,036	)		(22,591,211	)
Net assets, GQM LLC	$	133,696,971		$	135,618,705

Included in the assets above, is $15,414,250 (December 31, 2015 - $31,530,900) in cash held as at September 30, 2016. The cash in GQM LLC is directed specifically to fund working capital until the Project reaches positive cash flows. The liabilities of GQM LLC do not have recourse to the general credit of the primary beneficiary except in two situations. Please refer to notes 5 and 13 of the unaudited condensed consolidated interim financial statements for details on the exceptions.

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 September 30,			Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
	2016			2015			2016			2015
Net and comprehensive income (loss) in GQM LLC	$	1,706,349		$	(557,852	)	$	(1,921,733	)	$	(2,556,001	)
Non-controlling interest percentage		50	%		50	%		50	%		50	%
Net and comprehensive income (loss) attributable to non-controlling interest	$	853,173		$	(278,926	)	$	(960,867	)	$	(1,278,001	)
Net and comprehensive income (loss) attributable to permanent non-controlling interest	$	511,904		$	(167,355	)	$	(576,520	)	$	(766,801	)
Net and comprehensive income (loss) attributable to temporary non-controlling interest	$	341,269		$	(111,571	)	$	(384,347	)	$	(511,200	)

	Permanent Non- Controlling Interest			Temporary Non- Controlling Interest
Carrying value of non-controlling interest, December 31, 2015	$	40,685,611		$	27,123,741
Net and comprehensive loss for the period		(576,520	)		(384,347	)
Carrying value of non-controlling interest, September 30, 2016	$	40,109,091		$	26,739,394

Operating performance

Metal revenues*

	Q3 2016		Q2 2016
Gold Sold (oz)		8,715		2,362
Silver Sold (oz)		97,430		26,500
Average realized gold price	$	1,329	$	1,276
Average London PM fix gold price	$	1,335	$	1,259
Average realized silver price	$	19.22	$	17.02
Average London PM fix silver price	$	19.61	$	16.78
Metal Revenues	$	13,450,545	$	3,464,093

* Figures are shown on a 100% basis

The Company recorded revenue for the first time during the second quarter of 2016. For the third quarter GQM LLC sold 8,715 gold ounces at an average realized gold price of $1,329 per ounce and 97,430 silver ounces at an average realized silver price of $19.22 per ounce.

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Operating Metrics

	Q3 2016		Q2 2016
Ore mined (ton)		808,000		660,000
Waste mined (ton)		1,773,000		1,193,000
Total mined (ton)		2,581,000		1,853,000
Strip ratio (waste: ore)		2.2		1.8
Ore Processed (tons)		763,157		646,211
Average ore processed Gold grade (oz/ton)		0.016		0.013
Average ore processed Silver grade (oz/ton)		0.362		0.404
Gold loaded on pad (contained oz)		11,928		8,636
Silver loaded on pad (contained oz)		276,043		261,021
Average ore processing throughput (tons per scheduled operating )		8,479		8,852
Gold produced (oz)		7,975		2,830
Silver produced (oz)		87,849		33,335

Mining

808K tons of ore were mined during the third quarter with a strip ratio of 2.2:1 waste to ore. A total of 1,759K tons of ore has now been mined since January 2016 with a strip ratio of 2.2:1 waste to ore. The lower stripping ratio, compared to the mine plan is due to more ore encountered on most benches mined during the third quarter in the Northwest Pit and in the Main Pit, Phase-1. This has resulted in more ore and less waste available for mining. Seven-day per week operations started in the Mining function in June.

Northwest Pit: Mining of the Northwest Pit commenced in 2015 and will continue into late 2017. 

Main Pit: Mining of the Main Pit, Phase 1, commenced in early January of this year.  Mining of the Main pit, Phase-1, will continue throughout 2017.

Reconciliation of the three most recently mined benches in the Northwest Pit showed 35% more ore and 42% more Au than expected at 4% higher grade than predicted by the mine plan (based on the block model). In the Main Pit, Phase 1, the five most recently mined benches showed 14% more ore and 8% more Au at 5% lower grade. The foregoing ore quantities and grades are based on the results of mining activity to date, and may not necessarily be indicative of future results.

East Pit: The development of the East Pit access road is completed. Bench mining started in the East Pit in June for waste and overburden. An in-fill drilling program of the East Pit, for optimization of resources and mine planning, was completed in September. The results of the program are not available at this time but the presence of the geologic structures was confirmed. The access road from the Primary Crusher to the East Pit was completed in the third quarter and ore mining is expected begin in 2017 with substantial ore delivery in the 4^th quarter of 2017.

Processing and Production

The Company has made steady progress with the production rate of the crushing-screening plant and the pad-loading systems. HPGR performance continues to exceed expectations. The hourly throughput of the plant, when operating, was above the design rate by 2% in the third quarter. Run-time was below expectations but continues to improve. It was hampered by higher than expected wear on some components. Total pad-loading production was 763K tons in the third quarter or 18% higher than the second quarter. The daily average throughput for placing ore on the pad was 8,479 tons per scheduled operating day for the quarter. Seven-day per week operations started in the Process function in June.

At the end of September, 1,770,922 tons, loaded during 2016, were under leach on the heap-leach pad. In the third quarter, agglomerate quality and the porosity and permeability of the heap-leach pad continued to be good.

The average grade of ore processed during Q3 2016 was 0.016 oz/t Au and 0.362 oz/t Ag. A total of 11,928 gold ounces and 276,043 silver ounces were placed on the heap leach pad during the third quarter.

Au production commenced in April 2016. GQM LLC produced 7,975 gold ounces and 87,849 silver ounces during third quarter of 2016.

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Cost of sales

The Project is still in the ramp-up phase and it is anticipated that operating costs will decrease as the average throughput increases.

Mining costs averaged $1.53 per ton mined during the third quarter of 2016. Mining unit costs were somewhat higher than anticipated due to the lower than anticipated tonnage moved during the quarter. However, total mining costs were 26% lower than expected. Equipment availability remained high.

Processing costs averaged $5.48 per ton processed during the third quarter of 2016. Processing unit costs were higher than anticipated due to the lower than anticipated tonnage loaded on the pad. Higher total costs were also due to greater than anticipated wear in some parts of the process plant. This excessive wear due to the ore abrasiveness is being addressed by a retro-fit program in the plant including crusher liner improvements.

Site support, maintenance and site G&A averaged $2.47 per ton processed during the third quarter of 2016. Site support and Administrative unit costs were higher than expected due to the lower than anticipated pad-loading production and also for dust control initiatives and unanticipated insurance and legal costs. Maintenance costs were higher in the processing plant due to higher wear and start-up.

Total site operating costs averaged $13.13 per ton processed during the third quarter of 2016. Cash costs per ounces of gold sold were $854/oz net of silver by-product. The Project is still in the ramp-up phase, and cash costs are expected to decrease as gold production increases. Please refer to Non-GAAP Financial Performance Measures section below for further details.

Select Non-Consolidated Figures

The Company has 50% interest in GQM LLC, which, meets the definition of a Variable Interest Entity (“VIE”). The Company consolidates entities which meet the definition of a VIE for which it is the primary beneficiary. The Company, has determined it is the member of the related party group that is most closely associated with GQM LLC and, as a result, is the primary beneficiary who consolidates GQM LLC.

The following table shows figures attributable to the Company only as of September 30, 2016

	GQM LLC 100%		GQM LLC 50% Attributable to LTD		LTD on a Non- Consolidated Basis *			LTD Attributable
			(1)		(2)			(1) + (2)
Cash	$	15,414,250	$	7,707,125	$	15,741,169		$	23,448,294
Short Term Debt	$	5,175,113	$	2,587,556	$	41,933,087		$	44,520,643
Long Term Debt	$	9,756,674	$	4,878,337	$	0		$	4,878,337
Working Capital / (Deficit)	$	15,764,581	$	7,882,290	$	(33,192,955	)	$	(25,310,664	)

* Includes GQM Holdings

35

Figures shown for the three months ended September 30, 2016

	GQM LLC 100%			GQM LLC 50% Attributable to LTD			LTD on a Non- Consolidated Basis *			LTD Attributable
				(1)			(2)			(1) + (2)
Revenue	$	13,450,545		$	6,725,273		$	0		$	6,725,273
Cost of sales including depreciation and depletion	$	(11,144,024	)	$	(5,572,012	)	$	(198,467	)	$	(5,770,479	)
Accretion expense	$	(22,530	)	$	(11,265	)	$	0		$	(11,265	)
G&A Expenses	$	(656,455	)	$	(328,228	)	$	(270,521	)	$	(598,748	)
Share based payments	$	0		$	0		$	(3,799	)	$	(3,799	)
Foreign exchange gain (loss)	$	0		$	0		$	273,470		$	273,470
(Increase) / Decrease in fair value of derivative liability	$	206,239		$	103,120		$	3,738,172		$	3,841,292
Interest Expense	$	(143,566	)	$	(71,783	)	$	(2,345,120	)	$	(2,416,903	)
Interest Income	$	16,139		$	8,070		$	691,299		$	699,368
Net Loss (Income)	$	1,706,349		$	853,173		$	1,885,035		$	2,738,208

Liquidity and Capital Resources

The Company has generated $16,914,638 revenues from operations since inception and as at September 30, 2016 had an accumulated deficit of $88,202,370 and a working capital deficit of $17,428,374. Cash used in operations for the nine months ended September 30, 2016 was $3,105,079.

As at September 30, 2016, Golden Queen, on a non-consolidated basis, currently does not have sufficient funds to repay the $37,500,000 loan plus the accrued interest. However, in order to secure the necessary funds to meet this upcoming obligation and mitigate the going concern issue, management is actively exploring several options including debt financing and equity issuance.

In July 2016, the Company completed an equity financing and raised gross proceeds of C$16.1 million. The net proceeds of C$15.0 million will be used to repay a portion of the loan on December 8, 2016.

While Golden Queen has been successful at certain of these efforts in the past, there can be no assurance that future efforts will be successful. This raises substantial doubt about this entity’s ability to continue as a going concern.

At the Project level, GQM LLC has sufficient funds to meet its contractual obligations for the next 12 months.

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.

These condensed consolidated interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

36

The Company’s 50%-owned subsidiary, GQM LLC, which holds the Company’s interest in the Soledad Mountain project, held $15,414,250 in cash as of September 30, 2016 as compared to $45,643,060 on September 30, 2015. It is expected that the current cash on hand will fund remaining working capital needs until in the end of the year 2016 when the Project is expected to reach positive cash flow.

Cash used in Operating Activities:

Cash used to fund operating activities, was $3,105,079 (nine months ended September 30, 2015 - $4,815,347) for the nine months ended September 30, 2016. The decrease in cash used in operating activities is mostly due to the increase in revenues since the Company started production in the second quarter of 2016. Additionally, during this quarter the Company invested $6,116,952 building-up ore on leach pad inventory ($182,865 third quarter 2015).

Cash used in Investing Activities:

Cash used in investing activities totaled $10,498,491 during the nine months ended September 30, 2016 (nine months ended September 30, 2015 - $60,161,928). The decrease is due to the decreased level of construction activity on site as the Project construction was finalized.

Cash from Financing Activities:

Cash provided by financing activities totaled $7,171,678 during the nine months ended September 30, 2016 (nine months ended September 30, 2015 – cash provided by financing activities $25,575,000) and relates to the July equity financing and repayments of loans payable at the project level. The January 1, April 1, and July 1, 2016 interest payments due on the June 2015 Loan of $2,977,028 have been added to the principal balance. The cash provided by financing activities for the nine months ended September 30, 2015 was the result of the June 2015 Loan and our JV partner’s Top-Up contribution.

Working Capital:

	LTD on a Non- Consolidated Basis *			LTD on a Consolidated Basis **
Current Assets	$	15,864,191		$	41,152,913
Current Liabilities	$	(49,057,145	)	$	(58,581,288	)
Working Capital / (Deficit)	$	(33,192,955	)	$	(17,428,375	)
* Includes GQM Holdings
** Includes GQM Holdings and GQM LLC

As at September 30, 2016, the Company, on a consolidated basis, had current assets of $41,152,913 (December 31, 2015 - $39,979,225) and current liabilities of $58,581,288 (December 31, 2015 - $47,722,334) or working capital deficit of $17,428,374 (December 31, 2015 – working capital deficit of $7,743,109). The increase in current assets from December 31, 2015 is mostly the result of construction and working capital expenditures on site. The increase in current liabilities is mainly due to the increase in the derivative liability.

GQM LLC will use its cash on hand for working capital related expenditures until in the end of the year 2016 when the Project is expected to be generating positive cash flows.

The Company will use its cash for general corporate expenditures such as accounting fees, legal fees, interest expense and corporate salary expenses.

Please refer also to Outlook below.

37

Outstanding Share Data

The number of shares issued and outstanding and the fully diluted share position are set out in the table below:

Item	No. of Shares
Shares issued and outstanding on December 31, 2015		99,928,683
Shares issued pursuant to the exercise of stock options		Nil
Shares Issued in Connection with July 2016 Financing		11,120,000
Shares issued and outstanding on September 30, 2016		111,048,683		Exercise Price	Expiry Date
Shares to be issued on exercise of directors and employees stock options		1,070,000		$0.58 to $1.59	From 06/03/18 to 09/08/20
Shares to be issued on exercise of warrants		10,000,000	$	0.95	6/8/2020
Shares to be issued as a finder’s fee (due upon commercial production)		100,000		Not Applicable	Not Applicable
Shares to be issued on exercise of warrants in conjunction with July 2016 financing		5,560,000	C$	2.00	7/25/2019
Shares to be issued on exercise of warrants in conjunction with July 2016 financing  broker warrants (non-tradable)		757,700	C$	2.00	7/25/2019
Fully diluted September 30, 2016		128,536,383
The company has an unlimited authorized share capital

Outlook

The Company is evaluating its options, including debt financing and equity issuance, to refinance the June 2015 Loan which matures on December 8, 2016. The Company has raised gross proceeds of C$16.1 million in July to repay a portion of the loan.

The ability of the Company to operate a mine on the property is subject to numerous risks, certain of which are disclosed in the Company’s latest Form 10-K filing with the SEC, dated March 30, 2016. Readers should evaluate the Company’s prospects in light of these and other risk factors.

Subsequent Events

On October 1st, 2016, the Company made an interest payment of $1,050,023 in accordance with the terms of the June 2015 Loan agreement.

Non-GAAP Financial Performance Measures

Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles. These measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

Total Cash Costs

Total cash costs are common financial performance measures in the gold mining industry but with no standard meaning under US GAAP. Management believes that, in addition to conventional measures prepared in accordance with US GAAP, certain investors use this information to evaluate our performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP. The measure, along with sales, is considered to be a key indicator of a Company’s ability to generate earnings and cash flow from its mining operations.

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Total cash cost figures are calculated in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is the accepted standard of reporting cash cost of production in North America. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Other companies may calculate these measures differently. Total cash costs are derived from amounts included in the statement of operations and include direct mining costs and site general and administrative costs. The direct mining costs shown on the table below include mine site operating costs such as mining, processing, smelting, refining, third party transportation costs, advanced minimum royalties and production costs less silver metals revenues. Management has determined that silver metals revenues when compared with gold metals revenues, are immaterial and therefore are considered a by-product of the production of gold. The table below shows a reconciliation of total cash costs per gold ounce and cash costs per gold ounce on a by-product basis:

	Three Months Ended September 30, 2016			Three Months Ended June 30, 2016
Direct mining costs (US GAAP)	$	9,110,596		$	3,563,009
Indirect mining cost		656,455			620,923
Cash costs before by product credits	$	9,767,051		$	4,183,932
Divided by gold sold (oz)		8,715			2,362
Cash costs per ounce of gold sold ($/oz)	$	1,121		$	1,771
Less: By-product silver credits per ounce ($/oz)		(267	)		(191	)
Total cash cost per ounce of gold sold on a by-product basis ($/oz)	$	854		$	1,580

All-in Sustaining Costs

In September 2013, the World Gold Council, a non-regulatory association of the world’s leading gold mining companies established to promote the use of gold to industry, consumers and investors, provided guidance for the calculation of the measure “All-in sustaining costs”, which has no standard meaning under US GAAP. These standards became effective January 1, 2014. Management believes that the all-in sustaining costs measure provides additional insight into the costs of producing gold by capturing all of the expenditures required for the discovery, development and sustaining of gold production and allows the Company to assess its ability to support capital expenditures to sustain future production from the generation of operating cash flows. Management believes that, in addition to conventional measures prepared in accordance with US GAAP, certain investors use this information to evaluate our performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP.

Golden Queen defines all-in sustaining costs as the sum of direct mining costs (as defined under total cash costs), site and corporate general and administrative costs, share based payments, reclamation liability accretion and capital expenditures that are sustaining in nature. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Other companies may calculate these measures differently.

The table below shows a reconciliation of all-in sustaining costs per ounce to the unaudited condensed interim consolidated financial statements:

	Three Months Ended September 30, 2016			Three Months Ended June 30, 2016
Direct mining costs (US GAAP)	$	9,110,596		$	3,563,009
Indirect mining cost		656,455			620,923
Cash costs before by product credits		9,767,051			4,183,932
Less: By-product silver credits		(2,323,313	)		(450,925	)
Total cash cost	$	7,443,739			3,733,007
Corporate general and administrative expenses		270,521			-
Share based payments		3,799			-
Accretion expense		22,530			22,529
Sustaining capital		915,434			330,479
All-in sustaining costs	$	8,656,023		$	4,086,015
Divided by gold sold (oz)		8,715			2,362
All-in sustaining costs per gold ounce on a by-product basis	$	993		$	1,730

General and administrative expenses in Income Statement include a foreign exchange gain of $273,470 for the three months ended September 30, 2016.

39

Summary of Significant Accounting Policies and Estimates

Revenue is recognized when title to gold and silver passes to the buyer and when collectability is reasonably assured. Title passes to the buyer based on terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets, for example, the London Bullion Market for both gold and silver, in an identical form to the product sold.

Besides of the revenue recognition policy mentioned above, full disclosure of the Company’s significant accounting policies and estimates in accordance with generally accepted accounting principles in the United Stated can be found in notes of its audited consolidated financial statements as at December 31, 2015.

Recent Accounting Standards

(i) Effective August 2014, FASB issued Accounting Standards update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40 –Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The update essentially requires management of all entities, for annual and interim periods, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following:

1. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans).

2. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations.

3. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued).

This update will come into effect for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is assessing the impact of this standard.

(ii) In February, 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis which focuses on the consolidation evaluation for reporting organizations (public and private companies and not-for-profit organizations) that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the standards and improves current GAAP by:

· Placing more emphasis on risk of loss when determining a controlling financial interest. A reporting organization may no longer have to consolidate a legal entity in certain circumstances based solely on its fee arrangement, when certain criteria are met.

· Reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE).

· Changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs.

The ASU will be effective for periods beginning after December 15, 2015, for public companies. The Company have adopted the ASU effective January 1, 2016 and it had no impact on the Company’s results or financial position.

(iii) In January 2016, FASB issued ASU 2016-01, Financial Instruments – Recognition and measurement of financial assets and financial liabilities (Subtopic 825-10) which updates several aspects of recognition, measurement, presentation and disclosure of financial instruments. The amendments that are relevant to the Company are as follows:

1. Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.

40

2. Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.

3. Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.

The ASU will be effective for periods beginning after December 15, 2017, for public companies. The Company is assessing the impact of this standard.

(iv) In March 2016, FASB issued ASU 2016-09, Compensation – Stock Compensation (Subtopic 718) which updates several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.

The ASU will be effective for periods beginning after December 15, 2016, for public companies. The Company is assessing the impact of this standard.

(v) In May 2014, ASU 2014-09 was issued related to revenue from contracts with customers. The ASU was further amended in August 2015, March 2016, April 2016, and May 2016 by ASU 2015-14, 2016-08, 2016-10 and 2016-12. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition.

In August 2015, the effective date was deferred to reporting periods, including interim periods, beginning after December 31, 2017, and will be applied retrospectively. Early adoption is not permitted. The Company is currently evaluating this guidance and the impact it will have on the consolidated financial statements and disclosures.

(vi) In 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 will be effective for annual and interim periods beginning January 1, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company is assessing the impact of this standard.

Qualified Person and Caution With Respect to Forward-looking Statements

Mr. Timothy Mazanek, PE, and Mr. Peter Herrera, PG are all qualified persons for the purpose of NI 43-101 and have reviewed and approved the technical information in this Form 10Q.

This Form 10-Q contains certain forward-looking statements, which relate to the intent, belief and current expectations of the Company’s management, as well as assumptions and parameters used in the Soledad Mountain Project Technical Report and Updated Feasibility Study, February 25, 2015. These forward-looking statements are based upon numerous assumptions that involve risks and uncertainties and other factors that may cause actual results to differ materially from those indicated by such forward-looking statements. Such factors include among other things the receipt and compliance with the terms of required approvals and permits, the costs of and availability of sufficient capital to fund the projects to be undertaken by the Company and commodity prices. In addition, projected mining results, including quantity of ore, grade, production rates, and recovery rates, are subject to numerous risks normally associated with mining activity of the nature described in this report and in the feasibility study, and as a result actual results may differ substantially from projected results. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date the statements were made.

Additional Information

Further information on Golden Queen Mining Co. Ltd. is available on the SEDAR web site at www.sedar.com and on the Company’s web site at www.goldenqueen.com.

41

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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 FDIC for up to $250,000 and Canadian Dollar cash deposits held in Canada are insured by the Canada Deposit Insurance Corporation (“CDIC”) for up to C$100,000.

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 of September 30, 2016 and December 31, 2015, the Company’s cash balances held in United States and Canadian financial institutions include $31,155,419 and $37,587,311 respectively, 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 interest rates received on these balances may fluctuate with changes in economic conditions. Based on the average cash balances during the three months ending September 30, 2016, a 1% decrease in interest rates would have reduced the interest income to a trivial amount.

Foreign Currency Exchange Risk

Certain labour costs are denominated in Canadian dollars. As a result, currency exchange fluctuations may impact the costs of our operations. Specifically, the appreciation of the Canadian dollar against the U.S. dollar may result in an increase in the Canadian operating expenses in U.S. dollar terms. As of September 30, 2016, the Company maintained the majority of its cash balance in U.S. dollars.

Commodity Price Risk

The Company’s primary business activity is the development of the open pit, gold and silver, heap leach project on the Property. Decreases in the price of either of these metals from current levels has the potential to negatively impact the future viability of the Project. The Company holds a small portfolio of derivative contracts in the form of gold zero-cost collars in order to hedge against the gold spot price volatility risk. A 10% change in the gold spot price would have a trivial impact on the change in the fair value of the derivative contracts held by the Company. The Company may enter into hedging contracts from time to time to protect the cash flows from commodity price volatility.

42

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. These rules refer to the controls and other procedures of a company that are designed to ensure that the information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our Exchange Act reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. It is management’s responsibility to establish and maintain adequate disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer, and our external Sarbanes-Oxley consultants carried out an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2016 and concluded that our disclosure controls and procedures were operating effectively.

Changes in Internal Control

Since the Company started production during the second quarter of 2016 new processes and internal controls over such areas as revenue recognition, cost accounting and inventory valuation have been implemented. There were no other changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the quarter ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Fraud Analysis

The Company is committed to preventing fraud and corruption and is developing an anti-fraud culture. To achieve this goal, the Company has committed to the following:

1. Developing and maintaining effective controls to prevent fraud;

2. Ensuring that if fraud occurs a vigorous and prompt investigation takes place;

3. Taking appropriate disciplinary and legal actions;

4. Reviewing systems and procedures to prevent similar frauds;

5. Investigating whether there has been a failure in supervision and take appropriate disciplinary action if supervisory failures occurred; and

6. Recording and reporting all discovered cases fraud.

The following policies have been developed to support the Company’s goals:

· Insider Trading Policy & Addendum

· Confidential Information Policy

· Whistleblower Policy

· Anti-corruption Policy

· Code of Business Conduct

· Code of Ethics

· Environmental Safety & Health

All policies can be viewed in full on the Company’s website at www.goldenqueen.com

For the three and nine months ended September 30, 2016 and year ended December 31, 2015, there were no reported instances of fraud.

43

Part II – Other Information

Item 1. Legal Proceedings

See “The Center for Biodiversity Petition to List the Mojave Shoulderband Snail as an Endangered Species” and “Other Legal Matters” contained in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-Q.

Item 1A. Risk Factors

There are no material changes from the risk factors previously disclosed in our Form 10-K for the fiscal period ended December 31, 2015, as filed with the SEC on March 30, 2016.

Item 4. Mine Safety Disclosures

GQM LLC is the operator of the Project, which is located in Mojave in Kern County, California. The mine safety disclosures required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K are included in Exhibit 95.1 of this Quarterly Report. There was one lost-time accident at GQM LLC during the third quarter of 2016.

Item 6. Exhibits

Exhibit  No.	Description of Exhibit	Manner of Filing
3.1	Notice of Articles	Incorporated by reference to Exhibit 3.1 to the Form 10-K of the Company, filed with the SEC on March 30, 2016
3.2	Articles	Incorporated by reference to Exhibit 3.2 to the Form 8-K of the Company, filed with the SEC on September 2, 2010
4.1	Warrant Indenture dated July 25, 2016	Incorporated by reference to Exhibit 4.1 to the Form 8-K of the Company, filed with the SEC on July 25, 2016
4.2	Form of Warrant Certificate	Incorporated by reference to Exhibit 4.1 to the Form 8-K of the Company, filed with the SEC on July 28, 2016
31.1	Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934	Filed herewith
31.2	Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934	Filed herewith
32.1	Section 1350 Certification of the Principal Executive Officer	Filed herewith
32.2	Section 1350 Certification of the Principal Financial Officer	Filed herewith
95.1	Mine Safety Disclosure	Filed herewith
101	Financial Statements from the Quarterly Report on Form 10-Q of the Company for the nine months ended September 30, 2016, formatted in XBRL	Filed herewith

44

SIGNATURES

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

Date: November 9, 2016

GOLDEN QUEEN MINING CO. LTD.
(Registrant)
By:	/s/ Thomas M. Clay
	Thomas M. Clay
	Principal Executive Officer

By:	/s/ Andrée St-Germain
	Andrée St-Germain
	Principal Financial Officer

45

EX-31.1

Exhibit 31.1

CERTIFICATION

PURSUANT TO RULE 13a-14(a) OR 15d-14(a)

OF THE U.S. SECURITIES EXCHANGE ACT OF 1934

I, Thomas M. Clay, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2016 of Golden Queen Mining Co. Ltd.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual report is being prepared;
	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting;
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s control over financial reporting.

Date:       November 9, 2016	By:	/s/ Thomas M. Clay
		Thomas M. Clay
		Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

PURSUANT TO RULE 13a-14(a) OR 15d-14(a)

OF THE U.S. SECURITIES EXCHANGE ACT OF 1934

I, Andrée St-Germain, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2016 of Golden Queen Mining Co. Ltd.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual report is being prepared;
	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting;
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s control over financial reporting.

Date:      November 9,2016	By:	/s/ Andrée St-Germain
		Andrée St-Germain
		Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AND RULE 13a-14(b) OR RULE 15d-14(b)

OF THE U.S. SECURITIES EXCHANGE ACT OF 1934

In connection with the Quarterly Report of Golden Queen Mining Co. Ltd. (the “Company”) on Form 10-Q for the fiscal quarter ended September 30, 2016 (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:   November 9, 2016	/s/ Thomas M. Clay
	Thomas M. Clay
	Principal Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AND RULE 13a-14(b) OR RULE 15d-14(b)

OF THE U.S. SECURITIES EXCHANGE ACT OF 1934

In connection with the Quarterly Report of Golden Queen Mining Co. Ltd. (the “Company”) on Form 10-Q for the fiscal quarter ended September 30, 2016 (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:   November 9, 2016	/s/ Andrée St-Germain
	Andrée St-Germain
	Principal Financial Officer

EX-95.1

 Exhibit 95.1

Mine Safety Disclosure

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States, and that is subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety and Health Act of 1977 (“Mine Safety Act”), are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities.

The following table sets out the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd Frank Wall Street Reform and Consumer Protection Act for the period July 1, 2016 through September 30, 2016 covered by this report:

Property	Section 104(a) S&S Citations1 (#)		Section 104b) Orders2 (#)		Section 104(d) Citations and Orders3 (#)		Section 110(b)(2) Violations4 (#)		Section 107(a) Orders5 (#)		Total Dollar Value of MSHA Assessments Proposed6 ($)		Total Number of Mining Related Fatalities (#)		Received Notice of Pattern of Violations or Potential Thereof Under Section 104(e)7 (yes/no)		Legal Actions Pending As of Last Day of Period8 (#)		Legal Actions Initiated During Period (#)		Legal Actions Resolved During Period (#)
Soledad Mountain		5		-		-		-		-	$	0		-		-		-		-		-

1. Citations and Orders are issued under Section 104 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 814) (the “Act”) for violations of the Act or any mandatory health or safety standard, rule, order or regulation promulgated under the Act. A Section 104(a) “Significant and Substantial” or “S&S” citation is considered more severe than a non-S&S citation and generally is issued in a situation where the conditions created by the violation do not cause imminent danger, but the violation is of such a nature as could significantly and substantially contribute to the cause and effect of a mine safety or health hazard. It should be noted that, for purposes of this table, S&S citations that are included in another column, such as Section 104(d) citations, are not also included as Section 104(a) S&S citations in this column.

2. A Section 104(b) withdrawal order is issued if, upon a follow up inspection, an MSHA inspector finds that a violation has not been abated within the period of time as originally fixed in the violation and determines that the period of time for the abatement should not be extended. Under a withdrawal order, all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area of the mine until the inspector determines that the violation has been abated.

3. A citation is issued under Section 104(d) where there is an S&S violation and the inspector finds the violation to be caused by an unwarrantable failure of the operator to comply with a mandatory health or safety standard. Unwarrantable failure is a special negligence finding that is made by an MSHA inspector and that focuses on the operator’s conduct. If during the same inspection or any subsequent inspection of the mine within 90 days after issuance of the citation, the MSHA inspector finds another violation caused by an unwarrantable failure of the operator to comply, a withdrawal order is issued, under which all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area until the inspector determines that the violation has been abated.

4. A flagrant violation under Section 110(b)(2) is a violation that results from a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonable could have been expected to cause, death or serious bodily injury.

5. An imminent danger order under Section 107(a) is issued when an MSHA inspector finds that an imminent danger exists in a mine. An imminent danger is the existence of any condition or practice which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated. Under an imminent danger order, all persons, other than those required to abate the condition or practice and certain others, are required to be withdrawn from and are prohibited from entering the affected area until the inspector determines that such imminent danger and the conditions or practices which caused the imminent danger no longer exist.

6. These dollar amounts include the total amount of all proposed assessments from MSHA under the Act relating to any type of violation during the period, including proposed assessments for non-S&S citations that are not specifically identified in this exhibit, regardless of whether the Company has challenged or appealed the assessment.

7. A Notice is given under Section 104(e) if an operator has a pattern of S&S violations. If upon any inspection of the mine within 90 days after issuance of the notice, or at any time after a withdrawal notice has been given under Section 104(e), an MSHA inspector finds another S&S violation, an order is issued, under which all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area until the inspector determines that the violation has been abated.

8. There were no legal actions pending before the Federal Mine Safety and Health Review Commission as of the last day of the period covered by this report. In addition, there were no pending actions that are (a) contests of citations and orders referenced in Subpart B of 29 CFR Part 2700; (b) complaints for compensation referenced in subpart D of 29 CFR Part 2700; (c) complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR Part 2700; (d) applications for temporary relief referenced in Subpart F of 29 CFR Part 2700; or (e) appeals of judges’ decisions or orders to the Federal Mine Safety and Health Review Commission referenced in Subpart H of 29 CFR Part 2700.

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 09, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
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		111,048,683

XML

Condensed Consolidated Interim Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash	$ 31,155,419	$ 37,587,311
Receivables	41,828	23,962
Inventory (Note 2)	9,694,911	1,935,599
Prepaid expenses and other current assets	260,756	432,353
Total current assets	41,152,914	39,979,225
Property, plant, equipment and mineral interests (Note 3)	134,727,606	128,562,572
Reclamation financial assurance deposit (Note 5)	0	902,382
Total Assets	175,880,520	169,444,179
Current liabilities:
Accounts payable and accrued liabilities (Note 7(i))	4,321,950	3,258,692
Interest payable (Note 7(ii))	1,050,023	969,645
Notes payable (Note 7(ii))	40,883,064	36,053,012
Current portion of loan payable (Note 13)	5,175,113	4,942,716
Derivative liability - Related party warrants (Note 7(iii))	4,870,193	2,498,269
Derivative liability - Warrants (Note 9)	2,165,550	0
Derivative liability- Hedging instruments (Note 8)	115,395	0
Total current liabilities	58,581,288	47,722,334
Asset retirement obligations (Note 5)	1,268,541	978,453
Loan payable (Note 13)	9,756,674	13,430,107
Deferred tax liability	12,922,000	12,922,000
Total liabilities	82,528,503	75,052,894
Temporary Equity
Redeemable portion of non-controlling interest (Note 7(v))	26,739,394	27,123,741
Shareholders' Equity
Common shares, no par value, unlimited shares authorized (2015 - unlimited); 111,048,683 (2015 - 99,928,683) shares issued and outstanding (Note 4)	71,066,995	62,860,443
Additional paid-in capital	43,638,907	43,627,511
Deficit accumulated	(88,202,370)	(79,906,021)
Total shareholders’ equity attributable to GQM Ltd.	26,503,532	26,581,933
Non-controlling interest (Note 7(v))	40,109,091	40,685,611
Total Shareholders’ Equity	66,612,623	67,267,544
Total Liabilities, Temporary Equity and Shareholders’ Equity	$ 175,880,520	$ 169,444,179

XML

Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Common Stock, No Par Value	$ 0	$ 0
Common Stock, Shares Authorized, Unlimited	Unlimited	Unlimited
Common Stock, Shares, Issued	111,048,683	99,928,683
Common Stock, Shares, Outstanding	111,048,683	99,928,683

XML

Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues		$ 13,450,545	$ 0	$ 16,914,638	$ 0
Costs and expenses
Direct mining costs		(9,110,596)	0	(12,673,605)	0
Depreciation and depletion		(2,231,897)	0	(4,081,828)	0
Accretion (Note 5)		(22,530)	0	(45,059)	0
General and administrative expenses (Notes 7(i))		(657,305)	(672,738)	(3,166,970)	(3,403,485)
Gain (loss) on derivative instruments (Notes 7(iii), 8 and 9)		3,944,411	(598,770)	(1,951,581)	1,868,329
Total costs and expenses		(8,077,917)	(1,271,508)	(21,919,043)	(1,535,156)
Other income (expenses)
Interest expense (Notes 7(ii) and 7(iv))		(1,814,561)	(981,390)	(4,369,026)	(2,999,254)
Interest income		33,313	49,805	116,215	168,330
Loss on extinguishment of debt		0	0	0	(151,539)
Closing fee (Note 7(ii))		0	0	0	(1,500,000)
Total other (expenses)		(1,781,248)	(931,585)	(4,252,811)	(4,482,463)
Net and comprehensive income (loss) for the period		3,591,380	(2,203,093)	(9,257,216)	(6,017,619)
Add: Net and comprehensive (gain) loss attributable to the non-controlling interest for the period (Note 7(v))		(853,173)	278,926	960,867	1,278,001
Net and comprehensive income (loss) attributable to Golden Queen Mining Co Ltd. for the period		$ 2,738,207	$ (1,924,167)	$ (8,296,349)	$ (4,739,618)
Earnings (Loss) per share - basic (Note 12)		$ 0.03	$ (0.02)	$ (0.08)	$ (0.05)
Earnings (Loss) per share - diluted (Note 12)		$ 0.03	$ (0.02)	$ (0.08)	$ (0.05)
Weighted average number of common shares outstanding -basic (in shares)		108,026,944	99,928,683	102,657,767	99,881,430
Weighted average number of common shares outstanding - diluted (in shares)	[1]	108,402,626	99,928,683	102,657,767	99,881,430

[1] Diluted weighted average number of shares for the three months ended September 30, 2016, excludes 500,000 options and 16,317,700 warrants because out of money, for the nine months ended September 30,2016, 1,070,000 anti-dilutive options and 16,317,700 warrants were excluded, (three and nine months ended September 30, 2015 –1,070,000 ant-dilutive options and 10,000,000 warrants.).

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Condensed Consolidated Interim Statements of Shareholders' Equity, Non-controlling Interest and Redeemable Portion of Non-controlling Interest - USD ($)	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, 2014	$ 65,983,177	$ 62,709,015	$ 43,468,510	$ (74,444,816)	$ 31,732,709	$ 34,250,468	$ 22,833,645
Balance (in shares) at Dec. 31, 2014		99,778,683
Balance at Sep. 30, 2015	68,283,389
Balance at Dec. 31, 2014	65,983,177	$ 62,709,015	43,468,510	(74,444,816)	31,732,709	34,250,468	22,833,645
Balance (in shares) at Dec. 31, 2014		99,778,683
Issuance of common shares as part of management agreement (Note 6)	151,428	$ 151,428	0	0	151,428	0	0
Issuance of common shares as part of management agreement (Note 6) (in shares)		150,000
Stock-based compensation	7,500,000	$ 0	0	0	0	7,500,000	5,000,000
Capital contribution from non-controlling interest (Note 7(v))	159,001	0	159,001	0	159,001		0
Net loss for the period	(6,526,062)	0	0	(5,461,205)	(5,461,205)	(1,064,857)	(709,904)
Balance at Dec. 31, 2015	67,267,544	$ 62,860,443	43,627,511	(79,906,021)	26,581,933	40,685,611	27,123,741
Balance (in shares) at Dec. 31, 2015		99,928,683
Issuance of common shares, private placement net of share issuance cost (Note 4)	8,206,552	$ 8,206,552	0	0	8,206,552	0	0
Issuance of common shares, private placement net of share issuance cost (Note 4) (in shares)		11,120,000
Stock-based compensation	11,396	$ 0	11,396	0	11,396		0
Net loss for the period	(8,872,869)	0	0	(8,296,349)	(8,296,349)	(576,520)	(384,347)
Balance at Sep. 30, 2016	$ 66,612,623	$ 71,066,995	$ 43,638,907	$ (88,202,370)	$ 26,503,532	$ 40,109,091	$ 26,739,394
Balance (in shares) at Sep. 30, 2016		111,048,683

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Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Operating Activities
Net loss for the period	$ (9,257,216)	$ (6,017,619)
Adjustment to reconcile net loss to cash used in operating activities:
Depreciation and depletion	4,081,828	21,997
Amortization of debt discount and interest accrual	4,071,537	2,863,396
Accretion expense	45,059	0
Change in fair value of derivative liabilities (Note 9)	1,951,581	(1,868,329)
Stock based compensation	11,396	155,203
Foreign exchange gain	(273,470)	(839,849)
Loss on extinguishment of debt	0	151,539
Non-cash consulting expense (Note 7(i))	0	151,428
Closing fee related to long-term debt	0	1,500,000
Changes in assets and liabilities:
Receivables	(17,866)	24,105
Prepaid expenses & other current assets	171,597	(108,180)
Inventory	(7,325,771)	(182,865)
Accounts payable & accrued liabilities	3,454,289	285,272
Interest payable	(18,043)	(951,445)
Cash used in operating activities	(3,105,079)	(4,815,347)
Investment activities:
Additions to property, plant, equipment and mineral interests	(11,400,873)	(59,812,875)
Release (purchase) of reclamation financial assurance deposit	902,382	(349,053)
Cash used in investing activities	(10,498,491)	(60,161,928)
Financing activities:
Issuance of common shares and warrants, net of share issue costs (Note 4)	10,907,840	0
Repayments of loans payable	(3,736,162)	(2,500,000)
Investment in Golden Queen Mining Company LLC by non-controlling interest	0	12,500,000
Borrowing under long-term debt	0	25,000,000
Repayment of convertible debentures	0	(7,675,000)
Financing fees related to short-term debt	0	(1,500,000)
Financing fees related to short-term debt capitalized to the loan	0	(250,000)
Cash provided by financing activities	7,171,678	25,575,000
Net change in cash and cash equivalents	(6,431,892)	(39,402,275)
Cash and cash equivalents, beginning balance	37,587,311	91,407,644
Cash and cash equivalents, ending balance	$ 31,155,419	$ 52,005,369

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Business Description and Accounting Policies

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Business Description and Accounting Policies [Text Block]

Nature of Business Golden Queen Mining Co. Ltd. (“Golden Queen”, “GQM Ltd.” or the “Company”) is engaged in the development and operation of the Soledad Mountain Project (“the Project”), located in the Mojave Mining District, Kern County, California. The construction phase of the Project was completed in February 2016 and the Company commenced production in April 2016.

The Company originally used its wholly owned subsidiary, Golden Queen Mining Company, Inc. (“GQM Inc.”), to explore and develop the Project. On September 10, 2014, GQM Inc. was converted to a limited liability company, Golden Queen Mining Company, LLC (“GQM LLC”). The Company entered into a Joint Venture (the “JV”) agreement with Gauss LLC (“Gauss”) through its newly formed, wholly owned subsidiary, Golden Queen Mining Holdings, Inc. (“GQM Holdings”). The JV was completed on September 15, 2014. Upon completion of the JV, both the Company, through GQM Holdings, and Gauss each owned, and continue to own, 50% of GQM LLC. In February 2015, the Company incorporated Golden Queen Mining Canada Ltd. (“GQM Canada”), a wholly-owned British Columbia subsidiary, to hold the Company’s interest in GQM Holdings.

Basis of Preparation These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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, 2015, with the exception of Accounting Standards Update (“ASU”) 2015-02. This update was adopted January 1, 2016 as described below under the recent accounting standards.

Certain information and note disclosures normally included for annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted. These condensed consolidated interim financial statements should be read together with the audited consolidated financial statements of the Company for the year ended December 31, 2015.

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 at September 30, 2016 and for all periods presented, have been included in these financial statements. The interim results are not necessarily indicative of results for the full year ending December 31, 2016, or future operating periods. For further information, see the Company’s annual consolidated financial statements, including the accounting policies and notes thereto.

Judgements and Estimates The preparation of financial statements in conformity with GAAP requires management to make judgements, 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 temporary and permanent non-controlling interest, the recoverability of mineral properties expenditures, royalty obligations, inventory valuations, ore on heap leach pads, ore reserves, mine plan, useful lives of assets, asset retirement obligations, convertible debentures, and derivative liability - warrants. A key judgement for 2016 related to when the Soledad Mountain mine enters the production phase. Generally, under US GAAP a mine would be considered to be in the production phase once it has demonstrated that it is producing saleable quantities of product. The Company concluded that the Soledad Mountain mine began producing saleable material in the second quarter of 2016.

Principles of Consolidation The Company consolidates all entities in which it can vote a majority of the outstanding voting stock. In addition, it consolidates entities which meet the definition of a variable interest entity for which it is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. We consider special allocations of cash flows and preferences, if any, to determine amounts allocable to non-controlling interests. All intercompany transactions and balances are eliminated in consolidation.

These condensed consolidated interim financial statements include the accounts of Golden Queen, a British Columbia corporation, its wholly-owned subsidiaries, GQM Canada, GQM Holdings, a US (State of California) corporation, and GQM LLC, a limited liability company in which Golden Queen has a 50% interest, through GQM Holdings. GQM LLC meets the definition of a Variable Interest Entity (“VIE”). Golden Queen has determined it is the member of the related party group that is most closely associated with GQM LLC and, as a result, is the primary beneficiary who consolidates GQM LLC.

Revenues Revenue is recognized when title to gold and silver passes to the buyer and when collectability is reasonably assured. Title passes to the buyer based on terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets, for example, the London Bullion Market for both gold and silver, in an identical form to the product sold.

Recent Accounting Standards

(i) Effective August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40 - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The update essentially requires management of all entities, for annual and interim periods, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following:

1. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans).

2. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations.

3. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued).

This update will come into effect for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is assessing the impact of this standard.

(ii) In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis which focuses on the consolidation evaluation for reporting organizations (public and private companies and not-for-profit organizations) that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the standards and improves current GAAP by:

· Placing more emphasis on risk of loss when determining a controlling financial interest. A reporting organization may no longer have to consolidate a legal entity in certain circumstances based solely on its fee arrangement, when certain criteria are met.

· Reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE).

· Changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs.

The ASU became effective for periods beginning after December 15, 2015, for public companies. Early adoption was permitted, including adoption in an interim period. The Company adopted the ASU effective January 1, 2016. The Company assessed and concluded there was no impact on the Company with the adoption of the new standard.

(iii) In January 2016, FASB issued ASU 2016-01, Financial Instruments – Recognition and measurement of financial assets and financial liabilities (Subtopic 825-10) which updates several aspects of recognition, measurement, presentation and disclosure of financial instruments. The amendments that are relevant to the Company are as follows:

1. Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.

2. Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.

3. Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.

The ASU will be effective for periods beginning after December 15, 2017, for public companies. The Company is assessing the impact of this standard.

(iv) In March 2016, FASB issued ASU 2016-09, Compensation – Stock Compensation (Subtopic 718) which updates several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.

The ASU will be effective for periods beginning after December 15, 2016, for public companies. The Company is assessing the impact of this standard.

(v) In May 2014, ASU 2014-09 was issued related to revenue from contracts with customers. The ASU was further amended in August 2015, March 2016, April 2016, and May 2016 by ASU 2015-14, 2016-08, 2016-10 and 2016-12. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition.

In August 2015, the effective date was deferred to reporting periods, including interim periods, beginning after December 31, 2017, and will be applied retrospectively. Early adoption is not permitted. The Company is currently evaluating this guidance and the impact it will have on the consolidated financial statements and disclosures.

(vi) In 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 will be effective for annual and interim periods beginning January 1, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company is assessing the impact of this standard.

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Ability to Continue as a Going Concern

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting [Text Block]

1. Ability to Continue as a Going Concern

The Company entered the production phase and began generating revenues from operations during the quarter ended June 30, 2016. The Company had an accumulated deficit of $88,202,370 and a working capital deficit of $17,428,374 at September 30, 2016. Cash used in operations for the nine months ended September 30, 2016 was $3,105,079.

Golden Queen, on a non-consolidated basis, currently does not have sufficient funds to repay the $37,500,000 loan (Note 7(ii)), plus the accrued interest, at the issuance date of the condensed consolidated interim financial statements. However, in order to secure the necessary funds to meet this upcoming obligation and mitigate the going concern issue, management is evaluating its options, including debt and equity, and to re-finance the June 2015 Loan which matures on December 8, 2016. The Company raised gross proceeds of $12.2 million (C$16.1 million) in July 2016 primarily to be used to repay a portion of the loan.

While Golden Queen has been successful at certain of these efforts in the past, there can be no assurance that future efforts will be successful. This raises substantial doubt about this entity’s ability to continue as a going concern. At the Project level, GQM LLC has sufficient funds to meet its contractual obligations for the next twelve months.

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.

These condensed consolidated interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

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Inventory

9 Months Ended

Sep. 30, 2016

Inventory, Net [Abstract]

Inventory Disclosure [Text Block]

2. Inventory

	September 30, 2016		December 31, 2015
Stockpile inventory	$	1,926,535	$	1,259,669
Dore inventory		46,250		-
Supplies and spare parts		1,259,144		592,690
	$	3,231,929	$	1,852,359
Ore on heap leach pad:
Current	$	6,462,982	$	83,240
Total	$	9,694,911	$	1,935,599

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Property, Plant, Equipment and Mineral Interests

9 Months Ended

Sep. 30, 2016

Property, Plant and Equipment, Net [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

3. Property, Plant, Equipment and Mineral Interests

	September 30, 2016		December 31, 2015
Land	$	3,892,583	$	109,600
Mineral property interest and claims		2,064,026		4,458,744
Mine development		42,295,924		86,038,407
Mine equipment		55,970,460		25,425,661
Buildings		17,521,721		5,691,335
Computer equipment and software		429,403		218,822
Vehicles		2,107,558		978,573
Leasehold improvements		-		51,030
Infrastructure (Water/power)		11,051,509		-
Asset retirement costs		871,908		626,878
Construction in progress		1,139,056		-
Capitalized interest		5,770,001		5,174,846
Less:
Accumulated depreciation and depletion		(8,386,543)		(211,324)
	$	134,727,606	$	128,562,572

As at September 30, 2016, the Company had capitalized depreciation of $3,559,886 (December 31, 2015 - $2,255,056 ) relating to assets used in the development of the mine. As the Company entered production on April 1, 2016, the Company began amortising assets put into production on this date and also discontinued capitalizing depreciation.

 

The Company capitalized a portion of the interest expense related to the convertible debenture and notes payable in accordance with its accounting policy. As the Company entered the production phase during the three months ended June 30, 2016, interest was no longer being capitalized.

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Share Capital

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

4. Share Capital

The Company’s common shares outstanding are no par value, voting shares with no preferences or rights attached to them.

Common shares – 2016

In July 2016, the Company completed a financing for gross proceeds of $12,193,298 (C$16,124,000) consisting of 11,120,000 units at a price of $1.10 (C$1.45) per unit. Each unit consisted of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share of the Company at a price of C$2.00 per common share until July 25, 2019. The aggregate fair value of the common share purchase warrants at the time of issuance was $2,377,315 (C$3,144,180), which was recorded as a derivative liability and the Company allocated the remaining proceeds of $9,815,983 (C$12,979,820) to the common shares.

In connection with the financing, the Company also issued 757,700 common share purchase warrants to brokers with the same terms as the common share purchase warrants issued with the financing units. The aggregate fair value of the common share purchase warrants issued to the brokers at the time of issuance was $323,973 (C$428,479) which was recorded as a derivative liability.

The fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions:

	2016
Expected life years	3.00
Interest rate	0.58%
Volatility	87.29%
Dividend yield	Nil

In addition, the Company incurred cash share issue costs totalling $1,285,458 (C$985,303), which consisted of legal fees, commission and other direct financing costs.

In connection with the guidance of ASC 815-40-15, as the options and warrants are exercisable in a currency other than the functional currency of the Company they do not meet the “fixed-for-fixed” criteria of the guidance. As a result, the Company was required to separately account for the common share purchase warrants issued in connection with the financing noted above as a derivative instrument liability. (See note 9 – Derivative liability)

Common shares – 2015

In March 2015, the Company issued 150,000 common shares to the former President of the Company for achieving two of the three milestones outlined in his management agreement (See Note 6 – Commitments and Contingencies). The common shares had a total fair value of $155,428 (Note 7(i)). The fair value was based on the market price on the date of issuance. 

 

Stock options

The Company has elected to use the Black-Scholes option pricing model to determine the fair value of stock options granted. In accordance with the accounting standard for employees, the compensation expense is amortized on a straight-line basis over the requisite service period, which approximates the vesting period. Compensation expense for stock options granted to non-employees is amortized over the contract services period or, if none exists, from the date of grant until the options vest. Compensation associated with unvested options granted to non-employees is re-measured on each balance sheet date using the Black-Scholes option pricing model.

The following is a summary of stock option activity during the nine months ended September 30, 2016 and the year ended December 31, 2015:

No stock options expired during the three or nine months ended September 30, 2016.

During the three and nine months ended September 30, 2016, the Company recognized $3,799 and $11,396 (three and nine months ended September 30, 2015 - $155,203) in stock-based compensation relating to employee stock options that were issued and/or had vesting terms.

As at September 30, 2016, the aggregate intrinsic value of the outstanding exercisable options was $171,000 (December 31, 2015 - $Nil).

 

	Shares		Weighted Average Exercise Price per Share
Options outstanding and exercisable, December 31, 2014		750,000	$	1.29
Options granted		570,000	$	0.58
Options forfeited		(250,000)	$	1.18
Options outstanding, December 31, 2015		1,070,000	$	0.94
Options exercisable, December 31, 2015		976,667	$	0.97
Options outstanding, September 30, 2016		1,070,000	$	0.94
Options exercisable, September 30, 2016		1,023,334	$	0.96

The following table summarizes information about stock options outstanding and exercisable at September 30, 2016:

Expiry Date	Number Outstanding		Number Exercisable		Remaining Contractual Life (Years)		Exercise Price
June 3, 2018		50,000		50,000		1.67	$	1.16
September 3, 2018		150,000		150,000		1.93	$	1.59
September 18, 2018		300,000		300,000		1.97	$	1.26
September 8, 2020		570,000		523,334		3.94	$	0.58
Balance, September 30, 2016		1,070,000		1,023,334		3.00

Warrants

During the nine months ended September 30, 2016, the Company issued 6,317,700 (nine months ended September 30, 2015 – 10,000,000) share purchase warrants in connection with a financing. See Note 7(v) and 9, for accounting treatment. The following is a summary of common share purchase warrants activity:

	September 30,2016		December 31,2015
Balance, beginning of period		10,000,000		-
Issued		6,317,700		10,000,000
Balance, end of period		16,317,700		10,000,000

*Included in the warrants issued are 757,700 non-tradable share purchase warrants issued to brokers.

The following table summarizes information about share purchase warrants outstanding and exercisable at September 30, 2016:

Expiry Date	Number Outstanding		Remaining Contractual Life (Years)	Exercise Price
June 8, 2020		10,000,000	3.69	$	0.95
July 25, 2019		6,317,700	2.82	C$	2.00

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Asset Retirement Obligations and Financial Reclamation Assurance

9 Months Ended

Sep. 30, 2016

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation Disclosure [Text Block]

5. Asset Retirement Obligations and Financial Reclamation Assurance

Financial Reclamation Assurance

The Company 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.  The Company’s provision for reclamation of the property is estimated each year by an independent consulting engineer. This estimate, once approved by state and county authorities, forms the basis for the reclamation financial assurance. The reclamation assurance provided as at September 30, 2016 was $1,464,592 (December 31, 2015 - $624,142).

The Company 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 heap leach pad, the overflow pond, and the solution collection channel. The reclamation financial assurance estimate for as of September 30, 2016 is $1,210,889 (December 31, 2015 - $Nil). 

In addition to the above, the Company 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 for as of September 30, 2016 is $278,240 (December 31, 2015 - $278,240). 

The Company entered into $3.0 million in surety bond agreements in order to release its reclamation deposits and post a portion of the financial assurance due in 2016. The Company pays a yearly premium. Golden Queen Ltd. has provided a corporate guarantee on the surety bonds.

 

Asset Retirement Obligation

The total asset retirement obligation as of September 30, 2016 is $1,268,541 (December 31, 2015 - $978,453). 

The Company estimated its asset retirement obligations based on its understanding of the requirements to reclaim and clean-up its property based on its activities to date.  During the three and nine months ended September 30, 2016, there was an increase of $96,696 and $290,088 (Three and nine months ended September 30, 2015 - $Nil and $278,240) to the asset retirement obligations. Of these totals, $74,167 and $245,029 was capitalized to property, plant, equipment and mineral interests as the asset portion of the asset retirement obligation for the three and nine months ended September 30, 2016 (Three and nine months ended September 30, 2015 - $Nil and $71,892).  The remaining amount of $22,529 and $45,059, for the three and nine months ended September 30, 2016, was expensed to operations as accretion expense (Three and nine months ended September 30, 2015 - $Nil and $Nil). The Company estimates that the cash outflows related to these reclamation activities will be incurred primarily in 2028.   Reclamation provisions are measured at the expected value of future cash flows discounted to their present value using a credit adjusted risk-free interest rate and adjusted for inflation. The Company used a credit adjusted risk-free rate of 9.20% (December 31, 2015 – 9.20%) and an inflation rate of 2.27% (December 31, 2015 – 2.27%).

 

The following is a summary of asset retirement obligations:

	September 30, 2016		December 31, 2015
Balance, beginning of the period	$	978,453	$	624,142
Accretion		45,059		-
Changes in cash flow estimates		245,029		354,311
Balance, end of the period	$	1,268,541	$	978,453

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

6. Commitments and Contingencies

Property rent payments and Production Royalties

The Company has acquired a number of mineral properties outright. It has acquired exclusive rights to explore, develop and mine other portions of the Project under various mining lease agreements with landowners. 

The Company is required to make property rent payments related to its mining lease agreements with landholders, in the form of advance minimum royalties.  The total property rent payments for the three and nine months ended September 30, 2016 were $Nil and $18,206 (three months ended September 30, 2015 – $8,539 and nine months ended September 30, 3015 - $68,706), and the Company expects to pay approximately $30,000 in property rent payments in 2016.

Production royalty payments commenced during the first quarter of 2016. The Company has paid $345,184 and $406,147 in production royalties during the three and nine months ended September 30, 2016, respectively.

There are multiple third party landholders and the royalty amount due to each landholder over the life of the Project varies with each property. 

Finder’s fee

The Company has agreed to issue 100,000 common shares as a finder’s fee in connection with certain property acquisitions upon commencement of commercial production, as defined in the agreement, at the Project. As of September 30, 2016, commercial production had not commenced and accordingly no shares have been issued.

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 project, and cause changes or delays in the Company’s activities.

The Company may, from time to time, be involved in legal proceedings and claims that arise in the ordinary course of business. The Company believes that any adverse outcome of existing claims, individually or in the aggregate, would not have a material effect on its financial position, results of operations or cash flows.

See Note 13 for further details on the mining equipment loans.

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Related Party Transactions

9 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

7. Related Party Transactions

Except as noted elsewhere in these consolidated financial statements, related party transactions are disclosed as follows:

(i) Consulting Fees  

For the three and nine months ended September 30, 2015, the Company paid $Nil and $201,312 to Mr. H. Lutz Klingmann for services as President of the Company. Included in these consulting fees was $155,428 related to 150,000 bonus shares (Refer to Note 4 – Share Capital). There were no consulting fees paid during the three and nine months ended September 30, 2016.

During the three and nine months ended September 30, 2016, the Company paid a total of $27,447 and $83,685 (Three and nine months ended September 30, 2015 - $44,732 and $81,584) to the three independent directors of the Company. During the three and nine months ended September 30,  2016, Thomas M. Clay did not receive director fees.

(ii) Notes Payable  

On January 1, 2014, the Company entered into an agreement to secure a $10,000,000 loan (the “January 2014 Loan”). The January 2014 Loan was provided by members of the Clay family, who are shareholders of the Company, including $7,500,000 provided by an investment vehicle managed by Thomas M. Clay, a Director and insider of the Company. The January 2014 Loan had a twelve-month term and an annual interest rate of 5%, payable on the maturity date.

The January 2014 Loan was repaid on a date that is less than 183 days before the maturity date. As a result, the Company paid the Lenders an additional charge in the amount that is equivalent to 5% of the principal amount, plus interest on the principal amount at the rate of 5% per annum accrued to the date the January 2014 Loan was repaid. The Company repaid $7,500,000 loan plus the $375,000 accrued interest and $375,000 additional charge on December 31, 2014.

The remaining balance of the loan, $2,500,000, the accrued interest of $125,000 and the additional charge of $125,000, were paid on January 5, 2015.

On December 31, 2014 the Company also entered into a new loan (the “December 2014 Loan”) with the same parties for an amount of $12,500,000. The December 2014 Loan was due on demand on July 1, 2015 and bore an annual interest rate of 10% payable at the end of each quarter. The loan was guaranteed by GQM Holdings, and secured by a pledge of the Company's interests in GQM Canada, GQM Canada’s interest in GQM Holdings and GQM Holdings' 50% interest in GQM LLC.

The Company also incurred a financing fee to secure the loan in the amount of $1,000,000, of which $750,000 was paid on December 31, 2014 and the remaining $250,000 was paid on January 5, 2015. The Company agreed to pay the legal fees incurred by the lenders relating to this instrument which amounted to $90,916. The total legal fees paid for the transaction were $118,695.

On June 8, 2015, the Company amended the December 2014 Loan to extend the maturity to December 8, 2016 and increased the principal amount from $12,500,000 to $37,500,000 (the “June 2015 Loan”). The Company also issued 10,000,000 common share purchase warrants exercisable for a period of five years expiring June 8, 2020. The common share purchase warrants have an exercise price of $0.95. All other terms remained the same as the December 2014 Loan. The Company also incurred a financing fee to secure the loan in the amount of $1,500,000, all of which was paid on June 8, 2015. The Company agreed to pay the legal fees incurred by the lenders relating to this instrument which amounted to $46,408. The legal fees were expensed as the transaction met the definition of a debt extinguishment. The terms of the registration rights remains unchanged as does the Company’s assessment of the likelihood of the registration rights being exercised. 

	September 30, 2016		December 31, 2015
Balance, beginning of the period	$	36,053,012	$	13,881,305
Accretion of discount on the June 2015 Loan		1,853,023		1,374,228
Interest payable transferred to principal balance of the June 2015 loan		2,977,029		1,181,507
Fair value at inception, notes payable		-		33,497,277
Repayment of loans		-		(2,500,000)
Accretion of financing and legal fees		-		967,156
Extinguishment of the December 2014 Loan		-		(12,500,000)
Loss on extinguishment of debt		-		151,539
Balance, end of the period	$	40,883,064	$	36,053,012

Interest payable relating to the June 2015 Loan as at September 30, 2016 was $1,050,023 (December 31, 2015 - $969,645). Subsequent to September 30, 2016, the $1,050,023 interest payable was paid in cash. Please refer to Note 15 for complete details.

(iii) Share Purchase Warrants

On June 8, 2015 the Company issued 10,000,000 share purchase warrants to the Clay family in connection with the June 2015 Loan. The share purchase warrants are exercisable until June 8, 2020 at an exercise price of $0.95. Included in the June 2015 Loan agreement was an anti-dilution provision. If the Company were to complete a financing at a share price lower than the exercise price of the share purchase warrants, the exercise price of the share purchase warrants would be adjusted to match the price at which the financing was completed.

The share purchase warrants meet the definition of a derivative liability instrument as the exercise price is not a fixed price as described above. Therefore, the settlement feature does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15.

The fair value of the derivative liability related to the share purchase warrants as at September 30, 2016 is $4,870,193 (December 31, 2015 - $2,498,269). The derivative liability was calculated using an option pricing valuation model with the following assumptions:

	2016	2015
Risk-free interest rate	0.51% - 0.68%	0.73% - 1.02%
Expected life of derivative liability	3.69 - 4.19 years	4.44 - 5 years
Expected volatility	79.45% - 83.3%	72.29% - 76.11%
Dividend rate	0.00%	0.00%

The estimated fair value of the share purchase warrants is as follows:

	September 30, 2016		December 31, 2015
Balance, beginning of the period	$	2,498,269	$	-
Fair value at inception		-		4,002,723
Change in fair value		2,371,924		(1,504,454)
Balance, end of the period	$	4,870,193	$	2,498,269

(iv) Amortization of Discounts and Interest Expense

The following table summarizes the amortization of discounts and interest on loans and convertible debentures:

	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,
	2016		2015		2016		2015
Accretion of the June 2015 Loan discount	$	620,971	$	600,797	$	1,853,024	$	743,866
Interest expense related to the June 2015 Loan		1,050,023		937,500		3,057,406		1,166,667
*Interest expense related to Komatsu financial loans		143,567		91,301		463,818		135,859
Interest expense related to the convertible debentures		-		14,321		-		94,907
Amortization of the convertible debentures		-		262,203		-		1,852,754
Interest expense related to the december 2014 Loan		-		-		-		547,945
Accretion of the december 2014 loan financing fees		-		-		-		967,155
Accretion of discount and interest on loan and convertible debentures	$	1,814,561	$	1,906,122	$	5,374,249	$	5,509,153

The Company’s loans were contracted to fund significant development costs. The Company capitalizes a portion of the interest expense as it related to funds borrowed to complete development activities at the Project site.

	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,
	2016		2015		2016		2015
Accretion of discounts and interest on loan, advance and convertible debenture*	$	1,814,561	$	1,906,122	$	5,374,249	$	5,509,153
Less: Interest costs capitalized**		-		(924,732)		(1,005,223)		(2,509,899)
Interest expense	$	1,814,561	$	981,390	$	4,369,026	$	2,999,254

*Komatsu is not a related party and has only been included in the above table to reconcile the total interest expense incurred for the period to the amounts capitalized and expensed.

 **Interest capitalization ended on March 31, 2016 as the mine went into production on April 1, 2016.

(v) Joint Venture Transaction

Variable Interest Entity 

In accordance with ASC 810-10-30, the Company has determined that GQM LLC meets the definition of a VIE and that the Company is part of a related party group that, in its entirety, would meet the definition of a primary beneficiary.   Although no individual variable interest holder individually meets the definition of a primary beneficiary in the absence of the related party group, Golden Queen has determined it is considered the member of the related party group most closely associated with GQM LLC.  As a result, the Company has consolidated 100% of the accounts of GQM LLC in these consolidated financial statements, while presenting a non-controlling interest portion representing the 50% interest of Gauss in GQM LLC on its balance sheet.  A portion of the non-controlling interest has been presented as temporary equity on the Company’s balance sheet representing the initial value of the non-controlling interest that could potentially be redeemable by Gauss in the future.

The net assets of GQM LLC as of September 30, 2016 and December 31, 2015 are as follows:

	September 30, 2016		December 31, 2015
Assets, GQM LLC	$	154,296,007	$	158,209,916
Liabilities, GQM LLC		(20,599,036)		(22,591,211)
Net assets, GQM LLC	$	133,696,971	$	135,618,705

Included in the assets above, is $15,414,250 (December 31, 2015 - $31,531,853) in   cash held as at September 30, 2016. The cash in GQM LLC is directed specifically to fund working capital until the Project reaches positive cash flows. The liabilities of GQM LLC do not have recourse to the general credit of the primary beneficiary except in two situations. Please refer to notes 5 and 13 for details on the exceptions.

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 September 30,			Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
	2016			2015			2016			2015
Net and comprehensive income (loss) in GQM LLC	$	1,706,349		$	(557,852)		$	(1,921,733)		$	(2,556,001)
Non-controlling interest percentage		50	%		50	%		50	%		50	%
Net and comprehensive income (loss) attributable to non-controlling interest	$	853,173		$	(278,926)		$	(960,867)		$	(1,278,001)
Net and comprehensive income (loss) attributable to permanent non-controlling interest	$	511,904		$	(167,355)		$	(576,520)		$	(766,801)
Net and comprehensive income (loss) attributable to temporary non-controlling interest	$	341,269		$	(111,571)		$	(384,347)		$	(511,200)

	Permanent Non- Controlling Interest		Temporary Non- Controlling Interest
Carrying value of non-controlling interest, December 31, 2015	$	40,685,611	$	27,123,741
Net and comprehensive loss for the period		(576,520)		(384,347)
Carrying value of non-controlling interest, September 30, 2016	$	40,109,091	$	26,739,394

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Derivatives used as Hedging Instruments

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

8. Derivatives used as Hedging Instruments

During the nine months ended September 30, 2016, the Company entered into a series of “zero-cost put/ call” collar contracts for gold with settlements scheduled between September 30, 2016 and December 30, 2016 with an average floor price of $1,100 per ounce and an average ceiling price of $1,320 per ounce. These derivative instruments were not designated as hedges by the Company and are recorded at their fair value at the end of each reporting period with changes in fair value recorded in the statement of loss and comprehensive loss.

For the three and nine months ended September 30, 2016, the Company recorded an unrealized gain of $206,239 and a loss of $115,395 (Three and nine months ended September 30, 2015 - $Nil and $Nil) in the statement of income (loss) and comprehensive income (loss) on these contracts.

The following is a summary, by maturity dates, of the Company’s gold collar contracts outstanding as at September 30, 2016:

	2016
Gold zero cost collars:
Floor amount (ounces)		3,000
Average floor price	$	1,100
Ceiling amount (ounces)		3,000
Average ceiling price	$	1,320

The unrealized fair value of these contracts at September 30, 2016 was a liability of $115,395 (December 31, 2015 - $Nil).

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Derivative Liability

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Fair Value [Text Block]

9. Derivative Liability

On July 25, 2016, the Company issued a total of 6,317,700 share purchase warrants with an exercise price of C$2.00. In accordance with the guidance in ASC 815-40-15, the share purchase warrants met the criteria of a derivative instrument liability because they were exercisable in a currency other than the functional currency of the Company and thus did not meet the “fixed-for-fixed” criteria of that guidance. As a result, the Company was required to separately account for the share purchase warrants as derivative instrument liabilities recorded at fair value and marked-to-market each period with the changes in the fair value each period charged or credited to income.

As at September 30, 2016, the Company had re-measured the share purchase warrants and determined the fair value of the derivative liability to be $2,165,550 using the Black-Scholes option pricing model with the following assumptions:

	September 30, 2016
Risk-free interest rate		0.51	%
Expected life of derivative liability in years		2.82
Expected volatility		84.29	%
Dividend rate		0.00	%

As of September 30, 2016, the changes of derivative liability for share purchase warrants are as follows: 

	September 30, 2016
Fair value at inception	$	-
Fair value of warrants granted		2,701,288
Change in fair value of warrants		(535,738)
Balance, end of the period	$	2,165,550

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Supplementary Disclosures of Cash Flow Information

9 Months Ended

Sep. 30, 2016

Supplemental Cash Flow Elements [Abstract]

Cash Flow, Supplemental Disclosures [Text Block]

10. Supplementary Disclosures of Cash Flow Information

	Nine Months Ended September 30,		Nine Months Ended September 30,
	2016		2015
Cash paid during period for:
Interest	$	468,276	$	1,070,664
Non-cash financing and investing activities:
Common shares issued as part of a management agreement	$	-	$	155,428
Change in cash flow estimates related to asset retirement obligations charged to mineral property interests	$	245,030	$	-
Mobile equipment acquired through issuance of debt	$	295,126	$	12,088,470
Property, plant, equipment and mineral interest expenditures included in accounts payable	$	318,327	$	4,117,646
Non-cash interest cost capitalized to mineral property interests	$	838,888	$	2,509,899
Non-cash amortization of discount and interest expense	$	1,853,023	$	2,863,396
Interest payable converted to principal balance on notes payable	$	2,977,028	$	-

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Financial Instruments

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

11. Financial Instruments

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).

	September 30, 2016
	Total		Level 1		Level 2		Level 3
Liabilities:
Share purchase warrants – Related Party (Note 7(iii))	$	4,870,193	$	-	$	4,870,193	$	-
Share purchase warrants – (Note 9)		2,165,550		-		2,165,550		-
Derivatives – Hedging instruments (Note 8)		115,395		-		115,395		-
	$	7,151,138	$	-	$	7,151,138	$	-

	December 31, 2015
	Total		Level 1		Level 2		Level 3
Liabilities:
Share purchase warrants – Related Party (Note 7(iii))	$	2,498,269	$	-	$	2,498,269	$	-

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.

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Earning (Loss) Per Share

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

12. Earning (Loss) Per Share

	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,
	2016		2015		2016		2015
Numerator:
Net income (loss) attributable to the shareholders of the Company– numerator for basic and diluted EPS	$	2,738,207	$	(1,924,167)	$	(8,296,349)	$	(4,739,618)
Denominator:
Weighted average number of common shares outstanding -basic		108,026,944		99,928,683		102,657,767		99,881,430
Weighted average number of common shares outstanding - diluted 1		108,402,626		99,928,683		102,657,767		99,881,430
Earnings (Loss) per share – basic	$	0.03	$	(0.02)	$	(0.08)	$	(0.05)
Earnings (Loss) per share – diluted	$	0.03	$	(0.02)	$	(0.08)	$	(0.05)

1. Diluted weighted average number of shares for the three months ended September 30, 2016, excludes 500,000 options and 16,317,700 warrants because out of money, for the nine months ended September 30,2016, 1,070,000 anti-dilutive options and 16,317,700 warrants were excluded, (three and nine months ended September 30, 2015 –1,070,000 ant-dilutive options and 10,000,000 warrants.).

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Loan Payable

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

13. Loan Payable

During the nine months ended September 30, 2016, the Company acquired one piece of mobile mining equipment from Komatsu through a financing agreements. As at September 30, 2016 and December 31, 2015, the finance agreement balances are as follows:

	September 30, 2016		December 31, 2015
Balance, beginning of period	$	18,372,823	$	913,132
Additions		352,438		23,155,510
Down payments, taxes and principal repayments		(3,793,474)		(5,695,819)
Balance, end of period	$	14,931,786	$	18,372,823

The terms of the financing agreements are as follows:

	September 30, 2016			December 31, 2015
Total acquisition costs	$	24,614,468		$	24,262,031
Interest rates		0.00% - 4.40	%		0.00% - 4.40	%
Average remaining life (Years)		2.98			3.46
Monthly payments	$	4,669 - $33,906		$	4,669 - $33,906
Short-term portion	$	5,175,113		$	4,942,716
Long-term portion	$	9,756,674		$	13,430,107

For the three and nine months ended September 30, 2016, the Company made total down payments of $Nil and $57,313 (Three and nine months ended September 30, 2015 - $1,606,452 and $2,525,921). The down payments consist 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 one which is for three years, and are secured by the underlying asset except for the mining drill loan for which GQM Ltd. has provided a corporate guarantee.

 

The following table outlines the principal payments to be made for each of the remaining years: 

Year	Principal Payments
2016	$	1,294,271
2017		5,198,262
2018		5,323,624
2019		3,115,631
2020		-
Total	$	14,931,788

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Comparative Figures

9 Months Ended

Sep. 30, 2016

Restatement of Prior Year Income [Abstract]

Restatement Of Prior Year Income [Text Block]

14. Comparative Figures

Certain comparative figures have been reclassified to conform to the financial statement presentation adopted for the current year. The reclassifications had no impact on the net loss, comprehensive loss, deficit accumulated or the cash flows as previously reported. Also see Note 16 for restatement of certain 2015 balances.

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Subsequent Events

9 Months Ended

Sep. 30, 2016

Subsequent Events [Abstract]

Subsequent Events [Text Block]

15. Subsequent Events

On October 1st, 2016, the Company made an interest payment of $1,050,023 in accordance with the terms of the June 2015 loan agreement.

Subsequent to September 30, 2016, GQM LLC acquired a blasthole drill valued at $1.1 million. A down payment of $0.2 million was made with the remaining amount being financed over 36 months at a rate of 4.40%. The loan agreement has been guaranteed by Golden Queen

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Prior Periods Financial Restatements

9 Months Ended

Sep. 30, 2016

Accounting Changes and Error Corrections [Abstract]

Accounting Changes and Error Corrections [Text Block]

16. Prior Periods Financial Restatements

During the preparation of the deferred tax calculations for the year ended December 31, 2015, the Company found an accounting error in the calculation of the deferred income taxes for the year ended December 31, 2014. The accounting error related to the recognition of a deferred tax liability resulting from the dilution gain recorded in additional paid-in capital from the JV transaction (Note 7(v)). The impact of the error on the financial statements as at September 30, 2015 is presented below. There was no impact on the Company’s Consolidated Statements of Loss and Comprehensive Loss or the Consolidated Statement of Cash Flows.

Impact as at September 30, 2015:

	September, 2015
	As Previously Reported		As Restated
Liabilities:
Deferred tax liability	$	-	$	12,922,000
Total liabilities	$	57,891,299	$	70,813,299
Shareholders’ Equity:
Additional paid-in capital	$	56,545,713	$	43,623,713
Total shareholders’ equity attributable to GQM Ltd.	$	40,221,722	$	27,299,722
Total shareholders’ equity	$	81,205,389	$	68,283,389

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Business Description and Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Nature of Business [Policy Text Block]

Nature of Business Golden Queen Mining Co. Ltd. (“Golden Queen”, “GQM Ltd.” or the “Company”) is engaged in the development and operation of the Soledad Mountain Project (“the Project”), located in the Mojave Mining District, Kern County, California. The construction phase of the Project was completed in February 2016 and the Company commenced production in April 2016.

The Company originally used its wholly owned subsidiary, Golden Queen Mining Company, Inc. (“GQM Inc.”), to explore and develop the Project. On September 10, 2014, GQM Inc. was converted to a limited liability company, Golden Queen Mining Company, LLC (“GQM LLC”). The Company entered into a Joint Venture (the “JV”) agreement with Gauss LLC (“Gauss”) through its newly formed, wholly owned subsidiary, Golden Queen Mining Holdings, Inc. (“GQM Holdings”). The JV was completed on September 15, 2014. Upon completion of the JV, both the Company, through GQM Holdings, and Gauss each owned, and continue to own, 50% of GQM LLC. In February 2015, the Company incorporated Golden Queen Mining Canada Ltd. (“GQM Canada”), a wholly-owned British Columbia subsidiary, to hold the Company’s interest in GQM Holdings.

Basis of Accounting, Policy [Policy Text Block]

Basis of Preparation These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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, 2015, with the exception of Accounting Standards Update (“ASU”) 2015-02. This update was adopted January 1, 2016 as described below under the recent accounting standards.

Certain information and note disclosures normally included for annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted. These condensed consolidated interim financial statements should be read together with the audited consolidated financial statements of the Company for the year ended December 31, 2015.

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 at September 30, 2016 and for all periods presented, have been included in these financial statements. The interim results are not necessarily indicative of results for the full year ending December 31, 2016, or future operating periods. For further information, see the Company’s annual consolidated financial statements, including the accounting policies and notes thereto.

Use of Estimates, Policy [Policy Text Block]

Judgements and Estimates The preparation of financial statements in conformity with GAAP requires management to make judgements, 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 temporary and permanent non-controlling interest, the recoverability of mineral properties expenditures, royalty obligations, inventory valuations, ore on heap leach pads, ore reserves, mine plan, useful lives of assets, asset retirement obligations, convertible debentures, and derivative liability - warrants. A key judgement for 2016 related to when the Soledad Mountain mine enters the production phase. Generally, under US GAAP a mine would be considered to be in the production phase once it has demonstrated that it is producing saleable quantities of product. The Company concluded that the Soledad Mountain mine began producing saleable material in the second quarter of 2016.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation The Company consolidates all entities in which it can vote a majority of the outstanding voting stock. In addition, it consolidates entities which meet the definition of a variable interest entity for which it is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. We consider special allocations of cash flows and preferences, if any, to determine amounts allocable to non-controlling interests. All intercompany transactions and balances are eliminated in consolidation.

These condensed consolidated interim financial statements include the accounts of Golden Queen, a British Columbia corporation, its wholly-owned subsidiaries, GQM Canada, GQM Holdings, a US (State of California) corporation, and GQM LLC, a limited liability company in which Golden Queen has a 50% interest, through GQM Holdings. GQM LLC meets the definition of a Variable Interest Entity (“VIE”). Golden Queen has determined it is the member of the related party group that is most closely associated with GQM LLC and, as a result, is the primary beneficiary who consolidates GQM LLC.

Revenue Recognition, Policy [Policy Text Block]

Revenues Revenue is recognized when title to gold and silver passes to the buyer and when collectability is reasonably assured. Title passes to the buyer based on terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets, for example, the London Bullion Market for both gold and silver, in an identical form to the product sold.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Standards

(i) Effective August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40 - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The update essentially requires management of all entities, for annual and interim periods, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following:

1. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans).

2. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations.

3. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued).

This update will come into effect for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is assessing the impact of this standard.

(ii) In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis which focuses on the consolidation evaluation for reporting organizations (public and private companies and not-for-profit organizations) that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the standards and improves current GAAP by:

· Placing more emphasis on risk of loss when determining a controlling financial interest. A reporting organization may no longer have to consolidate a legal entity in certain circumstances based solely on its fee arrangement, when certain criteria are met.

· Reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE).

· Changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs.

The ASU became effective for periods beginning after December 15, 2015, for public companies. Early adoption was permitted, including adoption in an interim period. The Company adopted the ASU effective January 1, 2016. The Company assessed and concluded there was no impact on the Company with the adoption of the new standard.

(iii) In January 2016, FASB issued ASU 2016-01, Financial Instruments – Recognition and measurement of financial assets and financial liabilities (Subtopic 825-10) which updates several aspects of recognition, measurement, presentation and disclosure of financial instruments. The amendments that are relevant to the Company are as follows:

1. Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.

2. Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.

3. Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.

The ASU will be effective for periods beginning after December 15, 2017, for public companies. The Company is assessing the impact of this standard.

(iv) In March 2016, FASB issued ASU 2016-09, Compensation – Stock Compensation (Subtopic 718) which updates several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.

The ASU will be effective for periods beginning after December 15, 2016, for public companies. The Company is assessing the impact of this standard.

(v) In May 2014, ASU 2014-09 was issued related to revenue from contracts with customers. The ASU was further amended in August 2015, March 2016, April 2016, and May 2016 by ASU 2015-14, 2016-08, 2016-10 and 2016-12. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition.

In August 2015, the effective date was deferred to reporting periods, including interim periods, beginning after December 31, 2017, and will be applied retrospectively. Early adoption is not permitted. The Company is currently evaluating this guidance and the impact it will have on the consolidated financial statements and disclosures.

(vi) In 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 will be effective for annual and interim periods beginning January 1, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company is assessing the impact of this standard.

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Inventory (Tables)

9 Months Ended

Sep. 30, 2016

Inventory, Net [Abstract]

Schedule of Inventory, Current [Table Text Block]

	September 30, 2016		December 31, 2015
Stockpile inventory	$	1,926,535	$	1,259,669
Dore inventory		46,250		-
Supplies and spare parts		1,259,144		592,690
	$	3,231,929	$	1,852,359
Ore on heap leach pad:
Current	$	6,462,982	$	83,240
Total	$	9,694,911	$	1,935,599

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Property, Plant, Equipment and Mineral Interests (Tables)

9 Months Ended

Sep. 30, 2016

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

	September 30, 2016		December 31, 2015
Land	$	3,892,583	$	109,600
Mineral property interest and claims		2,064,026		4,458,744
Mine development		42,295,924		86,038,407
Mine equipment		55,970,460		25,425,661
Buildings		17,521,721		5,691,335
Computer equipment and software		429,403		218,822
Vehicles		2,107,558		978,573
Leasehold improvements		-		51,030
Infrastructure (Water/power)		11,051,509		-
Asset retirement costs		871,908		626,878
Construction in progress		1,139,056		-
Capitalized interest		5,770,001		5,174,846
Less:
Accumulated depreciation and depletion		(8,386,543)		(211,324)
	$	134,727,606	$	128,562,572

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Share Capital (Tables)

9 Months Ended

Sep. 30, 2016

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

As at September 30, 2016, the aggregate intrinsic value of the outstanding exercisable options was $171,000 (December 31, 2015 - $Nil).

 

	Shares		Weighted Average Exercise Price per Share
Options outstanding and exercisable, December 31, 2014		750,000	$	1.29
Options granted		570,000	$	0.58
Options forfeited		(250,000)	$	1.18
Options outstanding, December 31, 2015		1,070,000	$	0.94
Options exercisable, December 31, 2015		976,667	$	0.97
Options outstanding, September 30, 2016		1,070,000	$	0.94
Options exercisable, September 30, 2016		1,023,334	$	0.96

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 at September 30, 2016:

Expiry Date	Number Outstanding		Number Exercisable		Remaining Contractual Life (Years)		Exercise Price
June 3, 2018		50,000		50,000		1.67	$	1.16
September 3, 2018		150,000		150,000		1.93	$	1.59
September 18, 2018		300,000		300,000		1.97	$	1.26
September 8, 2020		570,000		523,334		3.94	$	0.58
Balance, September 30, 2016		1,070,000		1,023,334		3.00

Warrant [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]

The fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions:

	2016
Expected life years	3.00
Interest rate	0.58%
Volatility	87.29%
Dividend yield	Nil

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

The following is a summary of common share purchase warrants activity:

	September 30,2016		December 31,2015
Balance, beginning of period		10,000,000		-
Issued		6,317,700		10,000,000
Balance, end of period		16,317,700		10,000,000

*Included in the warrants issued are 757,700 non-tradable share purchase warrants issued to brokers.

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 and exercisable at September 30, 2016:

Expiry Date	Number Outstanding		Remaining Contractual Life (Years)	Exercise Price
June 8, 2020		10,000,000	3.69	$	0.95
July 25, 2019		6,317,700	2.82	C$	2.00

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Asset Retirement Obligations and Financial Reclamation Assurance (Tables)

9 Months Ended

Sep. 30, 2016

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Change in Asset Retirement Obligation [Table Text Block]

The following is a summary of asset retirement obligations:

	September 30, 2016		December 31, 2015
Balance, beginning of the period	$	978,453	$	624,142
Accretion		45,059		-
Changes in cash flow estimates		245,029		354,311
Balance, end of the period	$	1,268,541	$	978,453

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Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2016

Related Party Transaction [Line Items]

Schedule of Debt [Table Text Block]

The terms of the registration rights remains unchanged as does the Company’s assessment of the likelihood of the registration rights being exercised. 

	September 30, 2016		December 31, 2015
Balance, beginning of the period	$	36,053,012	$	13,881,305
Accretion of discount on the June 2015 Loan		1,853,023		1,374,228
Interest payable transferred to principal balance of the June 2015 loan		2,977,029		1,181,507
Fair value at inception, notes payable		-		33,497,277
Repayment of loans		-		(2,500,000)
Accretion of financing and legal fees		-		967,156
Extinguishment of the December 2014 Loan		-		(12,500,000)
Loss on extinguishment of debt		-		151,539
Balance, end of the period	$	40,883,064	$	36,053,012

Schedule Of Amortization Of Discounts And Interest On Loans And Convertible Debentures [Table Text Block]

The following table summarizes the amortization of discounts and interest on loans and convertible debentures:

	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,
	2016		2015		2016		2015
Accretion of the June 2015 Loan discount	$	620,971	$	600,797	$	1,853,024	$	743,866
Interest expense related to the June 2015 Loan		1,050,023		937,500		3,057,406		1,166,667
*Interest expense related to Komatsu financial loans		143,567		91,301		463,818		135,859
Interest expense related to the convertible debentures		-		14,321		-		94,907
Amortization of the convertible debentures		-		262,203		-		1,852,754
Interest expense related to the december 2014 Loan		-		-		-		547,945
Accretion of the december 2014 loan financing fees		-		-		-		967,155
Accretion of discount and interest on loan and convertible debentures	$	1,814,561	$	1,906,122	$	5,374,249	$	5,509,153

*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 Amortization Of Discount And Interest Expense [Table Text Block]

The Company’s loans were contracted to fund significant development costs. The Company capitalizes a portion of the interest expense as it related to funds borrowed to complete development activities at the Project site.

	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,
	2016		2015		2016		2015
Accretion of discounts and interest on loan, advance and convertible debenture*	$	1,814,561	$	1,906,122	$	5,374,249	$	5,509,153
Less: Interest costs capitalized**		-		(924,732)		(1,005,223)		(2,509,899)
Interest expense	$	1,814,561	$	981,390	$	4,369,026	$	2,999,254

*Komatsu is not a related party and has only been included in the above table to reconcile the total interest expense incurred for the period to the amounts capitalized and expensed.

 **Interest capitalization ended on March 31, 2016 as the mine went into production on April 1, 2016.

Schedule of Variable Interest Entities [Table Text Block]

The net assets of GQM LLC as of September 30, 2016 and December 31, 2015 are as follows:

	September 30, 2016		December 31, 2015
Assets, GQM LLC	$	154,296,007	$	158,209,916
Liabilities, GQM LLC		(20,599,036)		(22,591,211)
Net assets, GQM LLC	$	133,696,971	$	135,618,705

Schedule of Comprehensive Income Net of Tax Attributable To Noncontrolling Interest [Table Text Block]

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 September 30,			Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
	2016			2015			2016			2015
Net and comprehensive income (loss) in GQM LLC	$	1,706,349		$	(557,852)		$	(1,921,733)		$	(2,556,001)
Non-controlling interest percentage		50	%		50	%		50	%		50	%
Net and comprehensive income (loss) attributable to non-controlling interest	$	853,173		$	(278,926)		$	(960,867)		$	(1,278,001)
Net and comprehensive income (loss) attributable to permanent non-controlling interest	$	511,904		$	(167,355)		$	(576,520)		$	(766,801)
Net and comprehensive income (loss) attributable to temporary non-controlling interest	$	341,269		$	(111,571)		$	(384,347)		$	(511,200)

Schedule Of Non-controlling Interest [Table Text Block]

	Permanent Non- Controlling Interest		Temporary Non- Controlling Interest
Carrying value of non-controlling interest, December 31, 2015	$	40,685,611	$	27,123,741
Net and comprehensive loss for the period		(576,520)		(384,347)
Carrying value of non-controlling interest, September 30, 2016	$	40,109,091	$	26,739,394

Share Purchase Warrants [Member]

Related Party Transaction [Line Items]

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]

The derivative liability was calculated using an option pricing valuation model with the following assumptions:

	2016	2015
Risk-free interest rate	0.51% - 0.68%	0.73% - 1.02%
Expected life of derivative liability	3.69 - 4.19 years	4.44 - 5 years
Expected volatility	79.45% - 83.3%	72.29% - 76.11%
Dividend rate	0.00%	0.00%

Schedule of Derivative Liabilities at Fair Value [Table Text Block]

The estimated fair value of the share purchase warrants is as follows:

	September 30, 2016		December 31, 2015
Balance, beginning of the period	$	2,498,269	$	-
Fair value at inception		-		4,002,723
Change in fair value		2,371,924		(1,504,454)
Balance, end of the period	$	4,870,193	$	2,498,269

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Derivatives used as Hedging Instruments (Tables)

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments [Table Text Block]

The following is a summary, by maturity dates, of the Company’s gold collar contracts outstanding as at September 30, 2016:

	2016
Gold zero cost collars:
Floor amount (ounces)		3,000
Average floor price	$	1,100
Ceiling amount (ounces)		3,000
Average ceiling price	$	1,320

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Derivative Liability (Tables)

9 Months Ended

Sep. 30, 2016

Schedule of Derivative Liability for Share Purchase Warrants [Table Text Block]

As of September 30, 2016, the changes of derivative liability for share purchase warrants are as follows: 

	September 30, 2016
Fair value at inception	$	-
Fair value of warrants granted		2,701,288
Change in fair value of warrants		(535,738)
Balance, end of the period	$	2,165,550

Derivative Financial Instruments, Liabilities [Member]

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]

As at September 30, 2016, the Company had re-measured the share purchase warrants and determined the fair value of the derivative liability to be $2,165,550 using the Black-Scholes option pricing model with the following assumptions:

	September 30, 2016
Risk-free interest rate		0.51	%
Expected life of derivative liability in years		2.82
Expected volatility		84.29	%
Dividend rate		0.00	%

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Supplementary Disclosures of Cash Flow Information (Tables)

9 Months Ended

Sep. 30, 2016

Supplemental Cash Flow Elements [Abstract]

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

	Nine Months Ended September 30,		Nine Months Ended September 30,
	2016		2015
Cash paid during period for:
Interest	$	468,276	$	1,070,664
Non-cash financing and investing activities:
Common shares issued as part of a management agreement	$	-	$	155,428
Change in cash flow estimates related to asset retirement obligations charged to mineral property interests	$	245,030	$	-
Mobile equipment acquired through issuance of debt	$	295,126	$	12,088,470
Property, plant, equipment and mineral interest expenditures included in accounts payable	$	318,327	$	4,117,646
Non-cash interest cost capitalized to mineral property interests	$	838,888	$	2,509,899
Non-cash amortization of discount and interest expense	$	1,853,023	$	2,863,396
Interest payable converted to principal balance on notes payable	$	2,977,028	$	-

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Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2016

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).

	September 30, 2016
	Total		Level 1		Level 2		Level 3
Liabilities:
Share purchase warrants – Related Party (Note 7(iii))	$	4,870,193	$	-	$	4,870,193	$	-
Share purchase warrants – (Note 9)		2,165,550		-		2,165,550		-
Derivatives – Hedging instruments (Note 8)		115,395		-		115,395		-
	$	7,151,138	$	-	$	7,151,138	$	-

	December 31, 2015
	Total		Level 1		Level 2		Level 3
Liabilities:
Share purchase warrants – Related Party (Note 7(iii))	$	2,498,269	$	-	$	2,498,269	$	-

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Earning (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,
	2016		2015		2016		2015
Numerator:
Net income (loss) attributable to the shareholders of the Company– numerator for basic and diluted EPS	$	2,738,207	$	(1,924,167)	$	(8,296,349)	$	(4,739,618)
Denominator:
Weighted average number of common shares outstanding -basic		108,026,944		99,928,683		102,657,767		99,881,430
Weighted average number of common shares outstanding - diluted 1		108,402,626		99,928,683		102,657,767		99,881,430
Earnings (Loss) per share – basic	$	0.03	$	(0.02)	$	(0.08)	$	(0.05)
Earnings (Loss) per share – diluted	$	0.03	$	(0.02)	$	(0.08)	$	(0.05)

1. Diluted weighted average number of shares for the three months ended September 30, 2016, excludes 500,000 options and 16,317,700 warrants because out of money, for the nine months ended September 30,2016, 1,070,000 anti-dilutive options and 16,317,700 warrants were excluded, (three and nine months ended September 30, 2015 –1,070,000 ant-dilutive options and 10,000,000 warrants.).

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Loan Payable (Tables)

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Schedule Of Loans Payable [Table Text Block]

As at September 30, 2016 and December 31, 2015, the finance agreement balances are as follows:

	September 30, 2016		December 31, 2015
Balance, beginning of period	$	18,372,823	$	913,132
Additions		352,438		23,155,510
Down payments, taxes and principal repayments		(3,793,474)		(5,695,819)
Balance, end of period	$	14,931,786	$	18,372,823

Schedule of Long-term Debt Instruments [Table Text Block]

The terms of the financing agreements are as follows:

	September 30, 2016			December 31, 2015
Total acquisition costs	$	24,614,468		$	24,262,031
Interest rates		0.00% - 4.40	%		0.00% - 4.40	%
Average remaining life (Years)		2.98			3.46
Monthly payments	$	4,669 - $33,906		$	4,669 - $33,906
Short-term portion	$	5,175,113		$	4,942,716
Long-term portion	$	9,756,674		$	13,430,107

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: 

Year	Principal Payments
2016	$	1,294,271
2017		5,198,262
2018		5,323,624
2019		3,115,631
2020		-
Total	$	14,931,788

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Prior Periods Financial Restatements (Tables)

9 Months Ended

Sep. 30, 2016

Accounting Changes and Error Corrections [Abstract]

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]

Impact as at September 30, 2015:

	September, 2015
	As Previously Reported		As Restated
Liabilities:
Deferred tax liability	$	-	$	12,922,000
Total liabilities	$	57,891,299	$	70,813,299
Shareholders’ Equity:
Additional paid-in capital	$	56,545,713	$	43,623,713
Total shareholders’ equity attributable to GQM Ltd.	$	40,221,722	$	27,299,722
Total shareholders’ equity	$	81,205,389	$	68,283,389

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Business Description and Accounting Policies (Details Textual)	Sep. 30, 2016	Sep. 30, 2015
Golden Queen Mining Holdings, Inc [Member]
Noncontrolling Interest, Ownership Percentage by Parent	50.00%	50.00%
Gauss LLC [Member]
Noncontrolling Interest, Ownership Percentage by Parent	50.00%

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Ability to Continue as a Going Concern (Details Textual) CAD in Millions	1 Months Ended		9 Months Ended
	Jul. 31, 2016 USD ($)	Jul. 31, 2016 CAD	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Working Capital			$ 17,428,374
Retained Earnings (Accumulated Deficit), Total			(88,202,370)		$ (79,906,021)
Other Loans Payable, Long-term, Noncurrent			37,500,000
Net Cash Provided by (Used in) Operating Activities, Continuing Operations, Total			(3,105,079)	$ (4,815,347)
Short-term Debt, Refinanced, Amount			$ 0
Proceeds from Issuance or Sale of Equity	$ 12,200,000	CAD 16.1

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Inventory (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Inventory [Line Items]
Stockpile inventory	$ 1,926,535	$ 1,259,669
Dore inventory	46,250	0
Supplies and spare parts	1,259,144	592,690
Inventory Before Ore Stock Piles On Leach Pads	3,231,929	1,852,359
Ore on heap leach pad: Current	6,462,982	83,240
Total	$ 9,694,911	$ 1,935,599

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Property, Plant, Equipment and Mineral Interests (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Land	$ 3,892,583	$ 109,600
Mineral property interest and claims	2,064,026	4,458,744
Mine development	42,295,924	86,038,407
Mine equipment	55,970,460	25,425,661
Buildings	17,521,721	5,691,335
Leasehold improvements	0	51,030
Computer equipment and software	429,403	218,822
Vehicles	2,107,558	978,573
Infrastructure (Water/power)	11,051,509	0
Asset retirement costs	871,908	626,878
Construction in progress	1,139,056	0
Capitalized interest	5,770,001	5,174,846
Less: Accumulated depreciation and depletion	(8,386,543)	(211,324)
Property Plant Equipment and Mineral Properties Net	$ 134,727,606	$ 128,562,572

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Property, Plant, Equipment and Mineral Interests (Details Textual) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Depreciation, Total	$ 3,559,886	$ 2,255,056

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Share Capital (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life years	3 years
Interest rate	0.58%
Volatility	87.29%
Dividend yield	0.00%

XML

Share Capital (Details 1) - Employee Stock Option [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Options outstanding	1,070,000	750,000
Shares, Options granted		570,000
Shares, Options forfeited		(250,000)
Shares, Options outstanding	1,070,000	1,070,000
Shares, Options exercisable	1,023,334	976,667
Weighted Average Exercise Price Per Share, Options outstanding	$ 0.94	$ 1.29
Weighted Average Exercise Price Per Share, Options granted		0.58
Weighted Average Exercise Price Per Share, Options forfeited		1.18
Weighted Average Exercise Price Per Share, Options outstanding	0.94	0.94
Weighted Average Exercise Price Per Share, Options exercisable	$ 0.96	$ 0.97

XML

Share Capital (Details 2) - Employee Stock Option [Member] - $ / shares	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number Outstanding	1,070,000	1,070,000	750,000
Number Exercisable	1,023,334	976,667
Remaining Contractual Life (Years)	3 years
Exercise Price	$ 0.94	$ 0.94	$ 1.29
June 3, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number Outstanding	50,000
Number Exercisable	50,000
Remaining Contractual Life (Years)	1 year 8 months 1 day
Exercise Price	$ 1.16
September 3, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number Outstanding	150,000
Number Exercisable	150,000
Remaining Contractual Life (Years)	1 year 11 months 5 days
Exercise Price	$ 1.59
September 18, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number Outstanding	300,000
Number Exercisable	300,000
Remaining Contractual Life (Years)	1 year 11 months 19 days
Exercise Price	$ 1.26
September 8, 2020 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number Outstanding	570,000
Number Exercisable	523,334
Remaining Contractual Life (Years)	3 years 11 months 8 days
Exercise Price	$ 0.58

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Share Capital (Details 3) - Warrant [Member] - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Balance, beginning of period	10,000,000	0
Issued	6,317,700	10,000,000
Balance, end of period	16,317,700	10,000,000

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Share Capital (Details 4) - Warrant [Member]	9 Months Ended
	Sep. 30, 2016 $ / shares shares
June 8, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number Outstanding | shares	10,000,000
Remaining Contractual Life	3 years 8 months 8 days
Exercise Price | $ / shares	$ 0.95
July 25, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number Outstanding | shares	6,317,700
Remaining Contractual Life	2 years 9 months 25 days
Exercise Price | $ / shares	$ 2.00

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Share Capital (Details Textual)	1 Months Ended			3 Months Ended		9 Months Ended			12 Months Ended
	Jul. 31, 2016 USD ($) $ / shares shares	Jul. 31, 2016 CAD shares	Mar. 31, 2015 USD ($) shares	Sep. 30, 2016 USD ($) shares	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) shares	Sep. 30, 2016 CAD shares	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2016 CAD shares	Jul. 31, 2016 CAD CAD / shares	Jul. 25, 2016 $ / shares shares	Jun. 08, 2015 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds From Issuance Of Units	$ 12,193,298	CAD 16,124,000
Units Issued	11,120,000	11,120,000
Unit Price | (per share)	$ 1.10										CAD 1.45
Unit Split Description	Each unit consisted of one common share of the Company and one-half of one common share purchase warrant.	Each unit consisted of one common share of the Company and one-half of one common share purchase warrant.
Proceeds From Issuance Of Units Allocated To Common Shares	$ 9,815,983	CAD 12,979,820
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				757,700		757,700				757,700		6,317,700	10,000,000
Cash Share Issue Costs						$ 1,285,458	CAD 985,303
Stock Issued During Period, Value, Issued for Services | $									$ 151,428
Share-based Compensation, Total | $				$ 3,799	$ 155,203	11,396		$ 155,203
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $				171,000		$ 171,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares												$ 2.00	$ 0.95
Stock Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period						10,000,000	10,000,000
Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants and Rights Outstanding	$ 2,377,315			$ 323,973		$ 323,973				CAD 428,479	CAD 3,144,180
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period						6,317,700	6,317,700
Class of Warrant or Right, Exercise Price of Warrants or Rights | CAD / shares											CAD 2.00
President [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Issued During Period, Shares, Issued for Services			150,000
Stock Issued During Period, Value, Issued for Services | $			$ 155,428

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Asset Retirement Obligations and Financial Reclamation Assurance (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Asset Retirement Obligations [Line Items]
Balance, beginning of the period	$ 978,453	$ 624,142
Accretion	45,059	0
Changes in cash flow estimates	245,029	354,311
Balance, end of the period	$ 1,268,541	$ 978,453

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Asset Retirement Obligations and Financial Reclamation Assurance (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Asset Retirement Obligations [Line Items]
Asset Retirement Obligation	$ 1,268,541		$ 1,268,541		$ 978,453	$ 624,142
Asset Retirement Obligation, Credit Adjusted Risk Free Rate	9.20%		9.20%		9.20%
Asset Retirement Obligation, Inflation Rate	2.27%		2.27%		2.27%
Accretion Expense	$ 22,530	$ 0	$ 45,059	$ 0
Accretion Expense, Including Asset Retirement Obligations	96,696	0	290,088	278,240
Surety Bond [Member]
Asset Retirement Obligations [Line Items]
Guarantor Obligations, Current Carrying Value	3,000,000		3,000,000
Mineral Ineterests [Member]
Asset Retirement Obligations [Line Items]
Costs Incurred, Asset Retirement Obligation Incurred	74,167	$ 0	245,029	$ 71,892
Bureau of Land Management [Member]
Asset Retirement Obligations [Line Items]
Security Deposit	1,464,592		1,464,592		$ 624,142
Lahontan Regional Water Quality Control Board [Member]
Asset Retirement Obligations [Line Items]
Security Deposit	1,210,889		1,210,889		0
Regional Board [Member]
Asset Retirement Obligations [Line Items]
Security Deposit	$ 278,240		$ 278,240		$ 278,240

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Commitments and Contingencies (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Commitments And Contingencies [Line Items]
Advance Minimum Royalty Payments	$ 0	$ 8,539	$ 18,206	$ 68,706
Payments for Royalties	$ 345,184		406,147
Property Rent Payments [Member]
Commitments And Contingencies [Line Items]
Advance Minimum Royalty Payments			$ 30,000
Finder Fee [Member]
Commitments And Contingencies [Line Items]
Stock Issued During Period, Shares, Acquisitions			100,000

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Related Party Transactions (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Related Party Transaction [Line Items]
Balance, beginning of the period			$ 36,053,012	$ 13,881,305	$ 13,881,305
Accretion of discount on the June 2015 Loan			1,853,023		1,374,228
Interest payable transferred to principal balance of the June 2015 loan			2,977,029		1,181,507
Fair value at inception, notes payable			0		33,497,277
Repayment of loans			0		(2,500,000)
Accretion of financing and legal fees			0		967,156
Extinguishment of the December 2014 Loan			0		(12,500,000)
Loss on extinguishment of debt	$ 0	$ 0	0	$ 151,539	151,539
Balance, end of the period	$ 40,883,064		$ 40,883,064		$ 36,053,012

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Related Party Transactions (Details 1) - Share Purchase Warrants [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Related Party Transaction [Line Items]
Dividend rate	0.00%	0.00%
Minimum [Member]
Related Party Transaction [Line Items]
Risk-free interest rate	0.51%	0.73%
Expected life of derivative liability	3 years 8 months 8 days	4 years 5 months 8 days
Expected volatility	79.45%	72.29%
Maximum [Member]
Related Party Transaction [Line Items]
Risk-free interest rate	0.68%	1.02%
Expected life of derivative liability	4 years 2 months 8 days	5 years
Expected volatility	83.30%	76.11%

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Related Party Transactions (Details 2) - Share Purchase Warrants [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Related Party Transaction [Line Items]
Balance, beginning of the period	$ 2,498,269	$ 0
Fair value at inception	0	4,002,723
Change in fair value	2,371,924	(1,504,454)
Balance, end of the period	$ 4,870,193	$ 2,498,269

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Related Party Transactions (Details 3) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Related Party Transaction [Line Items]
Accretion of the June 2015 Loan discount		$ 620,971	$ 600,797	$ 1,853,024	$ 743,866
Interest expense related to the June 2015 Loan		1,050,023	937,500	3,057,406	1,166,667
Interest expense related to Komatsu financial loans	[1]	143,567	91,301	463,818	135,859
Interest expense related to the convertible debentures		0	14,321	0	94,907
Amortization of the convertible debentures		0	262,203	0	1,852,754
Interest expense related to the december 2014 Loan		0	0	0	547,945
Accretion of the December 2014 Loan financing fees		0	0	0	967,155
Accretion of discount and interest on loan and convertible debentures	[1]	$ 1,814,561	$ 1,906,122	$ 5,374,249	$ 5,509,153

[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.

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Related Party Transactions (Details 4) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Related Party Transaction [Line Items]
Accretion of discounts and interest on loan, advance and convertible debenture	[1]	$ 1,814,561	$ 1,906,122	$ 5,374,249	$ 5,509,153
Less: Interest costs capitalized	[2]	0	(924,732)	(1,005,223)	(2,509,899)
Interest expense		$ 1,814,561	$ 981,390	$ 4,369,026	$ 2,999,254

[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.

[2] Interest capitalization ended on March 31, 2016 as the mine went into production on April 1, 2016.

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Related Party Transactions (Details 5) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Related Party Transaction [Line Items]
Assets, GQM LLC	$ 154,296,007	$ 158,209,916
Liabilities, GQM LLC	(20,599,036)	(22,591,211)
Net assets, GQM LLC	$ 133,696,971	$ 135,618,705

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Related Party Transactions (Details 6) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Related Party Transaction [Line Items]
Net and comprehensive (income) loss	$ 853,173	$ (278,926)	$ (960,867)	$ (1,278,001)
Subsidiaries [Member]
Related Party Transaction [Line Items]
Net and comprehensive (income) loss	$ 1,706,349	$ (557,852)	$ (1,921,733)	$ (2,556,001)
Non-controlling interest percentage	50.00%	50.00%	50.00%	50.00%
Gauss LLC [Member]
Related Party Transaction [Line Items]
Net and comprehensive (income) loss	$ 853,173	$ (278,926)	$ (960,867)	$ (1,278,001)
Permanent Non-controlling Interest [Member] | Gauss LLC [Member]
Related Party Transaction [Line Items]
Net and comprehensive (income) loss	511,904	(167,355)	(576,520)	(766,801)
Temporary Non-controlling Interest [Member] | Gauss LLC [Member]
Related Party Transaction [Line Items]
Net and comprehensive (income) loss	$ 341,269	$ (111,571)	$ (384,347)	$ (511,200)

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Related Party Transactions (Details 7) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Related Party Transaction [Line Items]
Carrying value of non-controlling interest, Beginning Balance			$ 40,685,611
Net and comprehensive loss for the period	$ 853,173	$ (278,926)	(960,867)	$ (1,278,001)
Carrying value of non-controlling interest, Ending Balance	40,109,091		40,109,091
Gauss LLC [Member]
Related Party Transaction [Line Items]
Net and comprehensive loss for the period	853,173	(278,926)	(960,867)	(1,278,001)
Gauss LLC [Member] | Permanent Non-controlling Interest [Member]
Related Party Transaction [Line Items]
Carrying value of non-controlling interest, Beginning Balance			40,685,611
Net and comprehensive loss for the period	511,904	(167,355)	(576,520)	(766,801)
Carrying value of non-controlling interest, Ending Balance	40,109,091		40,109,091
Gauss LLC [Member] | Temporary Non-controlling Interest [Member]
Related Party Transaction [Line Items]
Carrying value of non-controlling interest, Beginning Balance			27,123,741
Net and comprehensive loss for the period	341,269	$ (111,571)	(384,347)	$ (511,200)
Carrying value of non-controlling interest, Ending Balance	$ 26,739,394		$ 26,739,394

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Related Party Transactions (Details Textual) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 08, 2015	Jan. 05, 2015	Oct. 31, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2014	Jul. 25, 2016	Dec. 31, 2015	Jan. 02, 2014
Related Party Transaction [Line Items]
Consulting Fees							$ 155,428
Noninterest Expense Directors Fees				$ 27,447	$ 44,732	$ 83,685	$ 81,584
Legal Fees								$ 118,695
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	10,000,000			757,700		757,700			6,317,700
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.95								$ 2.00
Derivative Liability				$ 115,395		$ 115,395				$ 0
Warrant Expiration Date	Jun. 08, 2020
Interest Payable, Current				1,050,023		1,050,023				969,645
Subsequent Event [Member]
Related Party Transaction [Line Items]
Debt Instrument, Increase, Accrued Interest			$ 1,050,023
January 2014 Loan [Member]
Related Party Transaction [Line Items]
Additional Charge Percentage											5.00%
Additional Charge Paid		$ 125,000						375,000
Repayments of Lines of Credit		2,500,000						7,500,000
Interest Paid, Total		125,000						375,000
December 2014 Loan [Member]
Related Party Transaction [Line Items]
Legal Fees								90,916
Debt Instrument, Maturity Date	Dec. 08, 2016
Debt Related Commitment Fees and Debt Issuance Costs								1,000,000
Payments of Debt Issuance Costs		$ 250,000						$ 750,000
June 2015 Loan [Member]
Related Party Transaction [Line Items]
Legal Fees	$ 46,408
Debt Related Commitment Fees and Debt Issuance Costs	$ 1,500,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	10,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.95
Warrant Expiration Date	Jun. 08, 2020
Mr. H. Lutz Klingmann [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues							150,000
Thomas M. Clay [Member] | January 2014 Loan [Member]
Related Party Transaction [Line Items]
Debt Instrument, Interest Rate, Stated Percentage											5.00%
Common Stock, Shares Subscribed but Unissued											7,500,000
Minimum [Member] | June 2015 Loan [Member]
Related Party Transaction [Line Items]
Notes and Loans Payable, Total	$ 12,500,000
Maximum [Member] | June 2015 Loan [Member]
Related Party Transaction [Line Items]
Notes and Loans Payable, Total	$ 37,500,000
President [Member] | Mr. H. Lutz Klingmann [Member]
Related Party Transaction [Line Items]
Payments for Fees					$ 0		$ 201,312
Director [Member] | Thomas M. Clay [Member] | January 2014 Loan [Member]
Related Party Transaction [Line Items]
Debt Instrument, Interest Rate, Stated Percentage											5.00%
Notes and Loans Payable, Total											$ 10,000,000
Director [Member] | Thomas M. Clay [Member] | December 2014 Loan [Member]
Related Party Transaction [Line Items]
Debt Instrument, Interest Rate, Stated Percentage								10.00%
Debt Instrument, Maturity Date								Jul. 01, 2015
Short-term Debt								$ 12,500,000
Joint Venture Transaction [Member] | Cash [Member]
Related Party Transaction [Line Items]
Restricted Cash and Cash Equivalents				15,414,250		15,414,250				31,531,853
Share Purchase Warants [Member]
Related Party Transaction [Line Items]
Derivative Liability				$ 4,870,193		$ 4,870,193				$ 2,498,269
GQM LLC [Member] | December 2014 Loan [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage								50.00%
GQM LLC [Member] | Joint Venture Transaction [Member]
Related Party Transaction [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners				100.00%		100.00%
Gauss Holdings LLC [Member] | Joint Venture Transaction [Member]
Related Party Transaction [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners				50.00%		50.00%

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Derivatives used as Hedging Instruments (Details)	Sep. 30, 2016 $ / Ounce-oz
Gold zero cost collars:
Floor amount (ounces)	3,000
Average floor price	1,100
Ceiling amount (ounces)	3,000
Average ceiling price	1,320

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Derivatives used as Hedging Instruments (Details Textual)	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($) $ / Ounce-oz	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) $ / Ounce-oz	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)
Derivative [Line Items]
Derivative, Average Floor Price | $ / Ounce-oz	1,100		1,100
Derivative, Average Cap Price | $ / Ounce-oz	1,320		1,320
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | $	$ 206,239	$ 0	$ 115,395	$ 0
Derivative Liability | $	$ 115,395		$ 115,395		$ 0

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Derivative Liability (Details) - Derivative Financial Instruments, Liabilities [Member]	9 Months Ended
	Sep. 30, 2016
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Risk-free interest rate	0.51%
Expected life of derivative liability in years	2 years 9 months 25 days
Expected volatility	84.29%
Dividend rate	0.00%

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Derivative Liability (Details 1)	9 Months Ended
	Sep. 30, 2016 USD ($)
Fair value at inception	$ 0
Fair value of warrants granted	2,701,288
Change in fair value of warrants	(535,738)
Balance, end of the period	$ 2,165,550

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Derivative Liability (Details Textual)	Sep. 30, 2016 USD ($) shares	Jul. 31, 2016 CAD / shares	Jul. 25, 2016 $ / shares shares	Dec. 31, 2015 USD ($)	Jun. 08, 2015 $ / shares shares
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 2.00		$ 0.95
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares	757,700		6,317,700		10,000,000
Derivative Liability	$ 115,395			$ 0
Warrant [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights | CAD / shares		CAD 2.00
Derivative Financial Instruments, Liabilities [Member] | Warrant [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Liability	$ 2,165,550

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Supplementary Disclosures of Cash Flow Information (Details) - Mining Properties and Mineral Rights [Member] - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash paid during period for:
Interest	$ 468,276	$ 1,070,664
Non-cash financing and investing activities:
Common shares issued as part of a management agreement	0	155,428
Change in cash flow estimates related to asset retirement obligations charged to mineral property interests	245,030	0
Mobile equipment acquired through issuance of debt	295,126	12,088,470
Property, plant, equipment and mineral interest expenditures included in accounts payable	318,327	4,117,646
Non-cash interest cost capitalized to mineral property interests	838,888	2,509,899
Non-cash amortization of discount and interest expense	1,853,023	2,863,396
Interest payable converted to principal balance on notes payable	$ 2,977,028	$ 0

XML

Financial Instruments (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities Fair Value Disclosure	$ 7,151,138
Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities Fair Value Disclosure	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities Fair Value Disclosure	7,151,138
Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities Fair Value Disclosure	0
Derivative Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities Fair Value Disclosure	115,395
Derivative Liability [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities Fair Value Disclosure	0
Derivative Liability [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities Fair Value Disclosure	115,395
Derivative Liability [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities Fair Value Disclosure	0
Share Purchase Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities Fair Value Disclosure	2,165,550
Share Purchase Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities Fair Value Disclosure	0
Share Purchase Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities Fair Value Disclosure	2,165,550
Share Purchase Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities Fair Value Disclosure	0
Share Purchase Warrants Related Party [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities Fair Value Disclosure	4,870,193	$ 2,498,269
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	4,870,193	2,498,269
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

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Earning (Loss) Per Share (Details) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Numerator:
Net income (loss) attributable to the shareholders of the Company- numerator for basic and diluted EPS		$ 2,738,207	$ (1,924,167)	$ (8,296,349)	$ (4,739,618)
Denominator:
Weighted average number of common shares outstanding -basic		108,026,944	99,928,683	102,657,767	99,881,430
Weighted average number of common shares outstanding - diluted 1	[1]	108,402,626	99,928,683	102,657,767	99,881,430
Earnings (Loss) per share - basic		$ 0.03	$ (0.02)	$ (0.08)	$ (0.05)
Earnings (Loss) per share - diluted		$ 0.03	$ (0.02)	$ (0.08)	$ (0.05)

[1] Diluted weighted average number of shares for the three months ended September 30, 2016, excludes 500,000 options and 16,317,700 warrants because out of money, for the nine months ended September 30,2016, 1,070,000 anti-dilutive options and 16,317,700 warrants were excluded, (three and nine months ended September 30, 2015 –1,070,000 ant-dilutive options and 10,000,000 warrants.).

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Earning (Loss) Per Share (Details Textual) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	500,000	1,070,000	1,070,000	1,070,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	16,317,700	10,000,000	16,317,700	10,000,000

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Loan Payable (Details) - Mining Equipment [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Balance, beginning of period	$ 18,372,823	$ 913,132
Additions	352,438	23,155,510
Down payments, taxes and principal repayments	(3,793,474)	(5,695,819)
Balance, end of period	$ 14,931,786	$ 18,372,823

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Loan Payable (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Short-term portion	$ 5,175,113	$ 4,942,716
Long-term portion	9,756,674	13,430,107
Komatsu financing agreements [Member] | Loans Payable [Member]
Total acquisition costs	$ 24,614,468	$ 24,262,031
Average remaining life (Years)	2 years 11 months 23 days	3 years 5 months 16 days
Short-term portion	$ 5,175,113	$ 4,942,716
Long-term portion	$ 9,756,674	$ 13,430,107
Komatsu Mobile Mining Equipment [Member] | Loans Payable [Member] | Minimum [Member]
Interest rates	0.00%	0.00%
Monthly payments	$ 4,669	$ 4,669
Komatsu Mobile Mining Equipment [Member] | Loans Payable [Member] | Maximum [Member]
Interest rates	4.40%	4.40%
Monthly payments	$ 33,906	$ 33,906

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Loan Payable (Details 2) - Loans Payable [Member]	Sep. 30, 2016 USD ($)
2016	$ 1,294,271
2017	5,198,262
2018	5,323,624
2019	3,115,631
2020	0
Total	$ 14,931,788

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Loan Payable (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Komatsu Mobile Mining Equipment [Member]
Debt Instrument [Line Items]
Payments to Acquire Productive Assets, Total	$ 0	$ 1,606,452	$ 57,313	$ 2,525,921
Number Of Equipments Acquired			1
Percentage Of Pretax Purchase Price			10.00%
Komatsu Mobile Mining Equipment [Member] | Loans Payable [Member]
Debt Instrument [Line Items]
Debt Instrument, Term			4 years
Mining Drill Loan [Member] | Loans Payable [Member]
Debt Instrument [Line Items]
Debt Instrument, Term			3 years

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Subsequent Events (Details Textual) - USD ($)	1 Months Ended	9 Months Ended
	Oct. 31, 2016	Sep. 30, 2016
June 2015 Loan [Member] | Subsequent Event [Member]
Interest Paid, Total	$ 1,050,023
Blasthole Drill [Member]
Property, Plant and Equipment, Additions		$ 1,100,000
Payments to Acquire Productive Assets, Total		$ 200,000
Related Party Transaction, Rate		4.40%

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Prior Periods Financial Restatements (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Liabilities:
Deferred tax liability			$ 12,922,000
Total liabilities	$ 82,528,503	$ 75,052,894	70,813,299
Shareholders' Equity:
Additional paid-in capital	43,638,907	43,627,511	43,623,713
Total shareholders' equity attributable to GQM Ltd.	26,503,532	26,581,933	27,299,722
Total shareholders' equity	$ 66,612,623	$ 67,267,544	68,283,389	$ 65,983,177
Scenario, Previously Reported [Member]
Liabilities:
Deferred tax liability			0
Total liabilities			57,891,299
Shareholders' Equity:
Additional paid-in capital			56,545,713
Total shareholders' equity attributable to GQM Ltd.			40,221,722
Total shareholders' equity			$ 81,205,389