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GoldQuest Mining Corp. Capital/Financing Update 2024

Nov 26, 2024

42490_rns_2024-11-25_465a98ef-d5d0-455f-9056-ca598d435642.pdf

Capital/Financing Update

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FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Company GoldQuest Mining Corp. (the “ Company ”) Item 2: Date of Material Change November 20, 2024 Item 3: News Release

A news release announcing the material change was issued on November 20, 2024 through Globe Newswire and a copy was subsequently filed on SEDAR+.

Item 4: Summary of Material Change

On November 20, 2024, the Company announced that it had closed its non-brokered private placement (the “ Private Placement ”), raising gross proceeds of C$8,698,950.88 through the issuance of 45,783,952 common shares of the Company at a price of C$0.19 per share.

Item 5.1: Full Description of Material Change

On November 20, 2024, the Company announced that it had closed the Private Placement, raising gross proceeds of C$8,698,950.88 through the issuance of 45,783,952 common shares of the Company at a price of C$0.19 per share. Following the Private Placement, the Company’s cash on hand exceeded C$15 million.

In connection with the Private Placement, the Company paid a cash finder’s fee to Coastline Group totaling approximately C$217,500.

The Company received final acceptance of the Private Placement from the TSX Venture Exchange (the “ TSX-V ”) on November 22, 2024. Common shares issued under the Private Placement are subject to a four-month statutory hold period, in accordance with applicable Canadian securities laws.

The funds raised will be allocated toward:

  • Advancing exploration across the Company’s highly prospective Tireo Formation properties;

  • Progressing the permitting process, including the Environmental and Social Impact Assessment (“ ESIA ”) for the Romero project;

  • Updating the Company’s Pre-Feasibility Study to a definitive Feasibility Study in preparation for the development of the Romero project;

  • Working capital and general corporate purposes.

GoldQuest’s efforts have been bolstered by recent adjustments to the Dominican Republic’s environmental regulations, which now allow advanced mining projects, such as the Romero gold-copper project, to submit ESIA applications directly to the Ministry

of Environment and Natural Resources (see press release dated November 12, 2024).

In connection with the closing of the private placement, the Company has appointed Mr. Charles Reid to its board of directors.

Item 5.2: Disclosure of Restructuring Transactions

Not applicable.

  • Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

  • Item 7: Omitted Information

Not applicable.

  • Item 8: Executive Officer

For further information, please contact Luis Santana, Chief Executive Officer of the Company at (809) 224-0629.

  • Item 9: Date of Report

November 25, 2024