GoldQuest Mining Corp. — Capital/Financing Update 2025

Jul 17, 2025

INVESTOR RIGHTS AGREEMENT

GUESS INVESTMENTS LTD.

and

GOLDQUEST MINING CORP.

July 8, 2025

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TABLE OF CONTENTS

ARTICLE 1

INTERPRETATION

1.1 Defined Terms ... 2
1.2 Rules of Construction ... 3
1.3 Entire Agreement ... 4
1.4 Time of Essence ... 4
1.5 Governing Law and Submission to Jurisdiction ... 5
1.6 Severability ... 5

ARTICLE 2

BOARD OF DIRECTORS

2.1 Nomination Right ... 5
2.2 Management to Endorse and Vote ... 6
2.3 Status of Investor Nominee and Committee Participation ... 7

ARTICLE 3

PARTICIPATION RIGHT

3.1 Notice of Issuances ... 7
3.2 Grant of Participation Right ... 8
3.3 Exercise Notice ... 8
3.4 Top-Up Right ... 9
3.5 Issuance of Participation Right Offered Securities or Top-Up Shares ... 9
3.6 Issuances Not Subject to Participation Rights ... 10

ARTICLE 4

COVENANTS OF INVESTOR AND COMPANY

4.1 Determining 7.5% Ownership ... 10
4.2 No Conflict With Shareholders’ Rights Plan or Advance Notice By-Law ... 11

ARTICLE 5

MISCELLANEOUS

5.1 Termination ... 11
5.2 Notices ... 11
5.3 Amendments and Waivers; Remedies ... 12
5.4 Assignment ... 12
5.5 Successors and Assigns ... 12
5.6 Expenses ... 13
5.7 Further Assurances ... 13
5.8 Right to Injunctive Relief ... 13
5.9 Counterparts ... 13

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INVESTOR RIGHTS AGREEMENT

THIS AGREEMENT made the 8th day of July, 2025,

BETWEEN:

GUESS INVESTMENTS LTD.

a corporation existing under the laws of the Federation of Saint Christopher and Nevis,

(hereinafter referred to as the "Investor"),

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GOLDQUEST MINING CORP.,

a corporation existing under the Canada Business Corporations Act,

(hereinafter referred to as the "Company").

WHEREAS the Company and the Investor have entered into a subscription agreement dated May 30, 2025 (the "Subscription Agreement") pursuant to which the Company has agreed to issue to the Investor and the Investor agreed to purchase from the Company 10,972,222 common shares in the capital of the Company ("Common Shares") pursuant to a private placement of 32,423,099 Common Shares;

AND WHEREAS following completion of the subscription pursuant to the Subscription Agreement, together with the 31,350,341 Common Shares held by the Investor immediately prior to the completion of the subscription pursuant to the Subscription Agreement, the Investor will hold 42,322,563 Common Shares representing approximately 12.44% of the issued and outstanding Common Shares after completion of the private placement;

AND WHEREAS in consideration of the Investor's agreement to complete the subscription pursuant to the Subscription Agreement, the Company has agreed to grant certain rights set out herein to the Investor, on the terms and subject to the conditions set out herein;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:

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ARTICLE 1

INTERPRETATION

1.1 Defined Terms

For the purposes of this Agreement, unless the context otherwise requires or unless otherwise expressly set out herein, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“Act” means the Canada Business Corporations Act;

“Affiliate” has the meaning ascribed to such term in the Act;

“Board” means the board of directors of the Company;

“Board Size” means the number of directors that constitute the Board from time to time;

“Business Day” means any day, other than (a) a Saturday, Sunday or statutory holiday in the Provinces of British Columbia or Ontario, and (b) a day on which banks are generally closed in the Provinces of British Columbia or Ontario;

“Canadian Securities Laws” means the applicable securities legislation of each of the provinces and territories of Canada and all published regulations, policy statements, orders, rules, instruments, rulings and interpretation notes issued thereunder or in relation thereto, as the same may hereafter be amended from time to time or replaced;

“Common Shares” has the meaning set out in the recitals hereto;

“Dilutive Event” shall have the meaning set out in Section 3.6;

“Exchange” means the TSX Venture Exchange, or if the Common Shares are not listed on the TSX Venture Exchange, the principal stock exchange upon which the Common Shares are listed;

“Exercise Notice” shall have the meaning set out in Section 3.3;

“Governmental Entity” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authority and stock exchange;

“Investor Nominee” shall have the meaning set out in Section 2.1(a);

“Issuance” shall have the meaning set out in Section 3.1;

“NI 62-104” means National Instrument 62-104 – Take-Over Bids and Issuer Bids;

“Notice Period” shall have the meaning set out in Section 3.3;

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"Offered Securities" means any equity or voting securities, or securities convertible into or exchangeable for equity or voting securities, of the Company;

"Offering" shall have the meaning set out in Section 3.1;

"Offering Notice" shall have the meaning set out in Section 3.1;

"Participation Right" shall have the meaning set out in Section 3.2;

"Person" means and includes any individual, company, limited partnership, general partnership, joint stock company, limited liability company, joint venture, association, company, trust, bank, trust company, pension fund, business trust or other organization, whether or not a legal entity and any Governmental Entity;

"Subscription Agreement" has the meaning set out in the recitals hereto;

"Top-Up Closing" shall have the meaning set out in Section 3.4(f);

"Top-Up Day" shall have the meaning set out in Section 3.4(a);

"Top-Up Event" shall have the meaning set out in Section 3.4(a);

"Top-Up Notice" shall have the meaning set out in Section 3.4(c);

"Top-Up Exercise Notice" shall have the meaning set out in Section 3.4(d);

"Top-Up Period" shall have the meaning set out in Section 3.4(d);

"Top-Up Price" shall have the meaning set out in Section 3.4(e);

"Top-Up Shares" shall have the meaning set out in Section 3.4(a); and

"Triggering Transaction" means a transaction involving the issuance of any Common Shares (a) in connection with bank debt, equipment financing or non-equity interim financing transactions with lenders to the Company, in each case, with an equity component; or (b) in connection with acquisitions (including acquisitions of assets or rights under a license or otherwise), mergers or similar business combination transactions or joint ventures undertaken and completed by the Company.

1.2 Rules of Construction

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

(a) the terms "Agreement", "this Agreement", "the Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions refer to this Agreement in its entirety and not to any particular provision thereof;

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(b) references to an “Article” or “Section” followed by a number or letter refer to the specified Article or Section to this Agreement;

(c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;

(e) the word “including” is deemed to mean “including without limitation”;

(f) the terms “party” and “the parties” refer to a party or the parties to this Agreement;

(g) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time;

(h) any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder;

(i) all dollar amounts refer to Canadian dollars;

(j) all references to a percentage ownership of shares shall be calculated on a non-diluted basis;

(k) any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and

(l) whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following Business Day.

1.3 Entire Agreement

This Agreement and the Subscription Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral, between the parties hereto. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the aforesaid agreements.

1.4 Time of Essence

Time shall be of the essence of this Agreement.

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1.5 Governing Law and Submission to Jurisdiction

(a) This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable in that province.

(b) Each of the parties irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

1.6 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

ARTICLE 2 BOARD OF DIRECTORS

2.1 Nomination Right

(a) Subject to Section 4.1:

(i) provided the Investor owns, directly or indirectly, at least 7.5% of the issued and outstanding Common Shares, the Investor shall be entitled to designate one nominee who shall be an individual eligible to serve as a director pursuant to the Act (an “Investor Nominee”) for election or appointment to the Board; and

(ii) provided the Investor owns, directly or indirectly, at least 15% of the issued and outstanding Common Shares, the Investor shall be entitled to designate a second Investor Nominee for election or appointment to the Board.

(b) At any time at which the Investor is entitled to designate an Investor Nominee in accordance with Section 2.1(a), the Board Size shall be six directors unless otherwise consented to in writing by the Investor or changed in accordance with Section 2.1(d) or 2.1(f), provided that the Board Size shall in no event be comprised of a number of directors that would result in the Investor Nominee(s) exceeding one-third of the total Board Size. The Company shall not include as nominees of management for election to the Board at any shareholder meeting a number of directors that exceeds the Board Size.

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(c) The parties agree that the initial Investor Nominee will be Charles Reid, and that such Investor Nominee has been appointed to the Board.

(d) The Company covenants and agrees upon ten Business Days’ written notice by the Investor to the Company, to forthwith take all commercially reasonable steps, including, to the extent permitted by applicable laws, increasing the Board Size or causing the resignation of a director, to cause the appointment of an Investor Nominee selected by the Investor to serve on the Board pursuant to Section 2.1(a) until the next annual meeting of the Company’s shareholders, and to nominate each Investor Nominee for election as a director at each meeting of the Company’s shareholders at which the election of directors is considered.

(e) The Company shall advise the Investor of the date on which proxy solicitation materials are to be mailed for the purpose of any meeting of shareholders at which directors of the Company are to be elected at least 25 Business Days prior to such mailing date and the Investor shall advise the Company of its Investor Nominee(s) at least ten Business Days prior to the mailing date. If the Investor does not advise the Company of the identity of any Investor Nominee prior to any such deadline, then the Investor will be deemed to have nominated its incumbent nominee pursuant to this Agreement.

(f) If an Investor Nominee ceases to serve as a director of the Company for any reason, including the death, disability, resignation, removal or failure to be elected by the requisite majority of shareholders, the Company shall cause the Board to appoint as soon as practicable a replacement Investor Nominee in accordance with this Agreement and at the direction of the Investor to fill the resulting vacancy on the Board, provided that Investor remains eligible to nominate such Investor Nominee pursuant to Section 2.1(a). If the Company is prevented by applicable laws from filling a vacancy with an Investor Nominee in accordance with the foregoing sentence, the Board shall, to the extent permitted by applicable laws, promptly resolve to increase the Board Size until the next meeting of shareholders and appoint such replacement Investor Nominee to the Board.

2.2 Management to Endorse and Vote

(a) The Company shall use commercially reasonable efforts to ensure that the Investor Nominee(s) are elected to the Board, including taking the same actions taken by the Company to ensure the election of the other nominees selected by the Board for election to the Board.

(b) The Company agrees that management of the Company shall, in respect of every meeting of the shareholders at which directors of the Company are to be elected, and at every reconvened meeting following an adjournment thereof or postponement thereof, endorse and recommend the Investor Nominee(s) identified in the proxy materials for election to the Board, and shall vote the Common Shares and any other shares of the Company entitled to vote in the election of directors in respect of which management is granted a discretionary proxy in favour of the election of such Investor Nominee(s) to the Board at every such meeting, and the Company shall use its commercially reasonable efforts to cause management to vote their Common Shares and any other shares of the Company entitled to vote in the election of directors in favour of the election of such Investor Nominee(s) to the Board at every such meeting.

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2.3 Status of Investor Nominee and Committee Participation

(a) While one or more Investor Nominees are serving on the Board, one Investor Nominee will be entitled to be appointed as a member of one or more committees of the Board of his/her election, acting reasonably (whether existing on the date hereof or created, and including, for greater certainty, any committee constituted for the purposes of evaluating regulatory issues, strategic initiatives or material transactions involving the Company or its subsidiaries) except where such appointment would violate applicable director independence, qualification, Canadian Securities Laws, Exchange requirements, or other applicable laws governing the composition of the applicable committee.

(b) While serving on the Board and any committee of the Board, the Investor Nominee(s) will be entitled to equivalent rights and privileges of the other non-executive directors of the Company and committee members generally, including compensation (if any), reimbursement of out-of-pocket expenses and access to the Company's outside advisors.

(c) The Company will indemnify the Investor Nominee(s) on the same terms as other members of the Board. The Company will enter into an indemnification agreement with each Investor Nominee elected or appointed to the Board, having terms at least as favourable to the Investor Nominee(s) as those made available to the other directors of the Company. The Company shall obtain and maintain in force a directors' and officers' insurance policy, with coverage and on terms acceptable to the Board.

(d) The provisions of this Section 2.3 are intended for the benefit of, and will be enforceable by, each Investor Nominee, their heirs, successors, and legal representatives, and, for that purpose, the Investor confirms that it is acting as agent and trustee on their behalf.

ARTICLE 3 PARTICIPATION RIGHT

3.1 Notice of Issuances

Subject to Section 4.1, provided the Investor owns, directly or indirectly, at least 7.5% of the issued and outstanding Common Shares, if the Company proposes to issue (the "Issuance") any Offered Securities pursuant to a public offering, private placement or in connection with a Triggering Transaction (an "Offering") at any time after the date thereof, the Company will, forthwith after the public announcement of the Issuance, but in any event by the date on which the Company files a preliminary prospectus, registration statement or other offering document in connection with an Issuance that constitutes a public offering of Offered Securities, and at least ten Business Days prior to the expected completion date of the Issuance, give written notice of the Issuance (the "Offering Notice") to the Investor including, to the extent known by the Company, particulars of the Offering, including the number of Offered Securities, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering (which, in the case of a Triggering Transaction, would be equal to the price or implied price at which the Consideration Securities are issued under the Triggering Transaction, subject to compliance with Canadian Securities Laws and applicable

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Exchange requirements), the expected use of proceeds of the Offering and the expected closing date of the Offering.

3.2 Grant of Participation Right

The Company agrees that, subject to Section 4.1, provided the Investor owns, directly or indirectly, at least 7.5% of the issued and outstanding Common Shares, the Investor (directly or through an Affiliate) has the right (the “Participation Right”) to subscribe for and to be issued as part of an Offering at the subscription price per Offered Security pursuant to the Offering and otherwise on substantially the terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws, other applicable law or Exchange policies from participating on substantially the terms and conditions of the Offering, the Company shall use timely and commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit):

(a) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor (at its election and in its sole discretion) to maintain a percentage ownership interest in the issued and outstanding Common Shares that is the same as the percentage ownership interest that it had immediately prior to completion of such Offering; and

(b) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (assuming, for all purposes of this Section 3.2(b), the conversion, exercise, exchange or settlement of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 3.2) allow the Investor (at its election and in its sole discretion) to maintain a percentage ownership interest in the issued and outstanding Common Shares that is the same as the percentage ownership interest that it had immediately prior to completion of such Offering.

If the consideration payable in connection with the Offering is not cash, the implied price per Offered Security for such consideration will be determined by the Board, with reference to the relevant agreement(s) between the parties in respect of the Offering, and the Investor shall only have to pay a cash price per Offered Security in connection with the exercise of its Participation Right equal to the greater of: (i) such implied price per Offered Security, and (ii) the minimum price permitted by Exchange policies.

3.3 Exercise Notice

If the Investor wishes to exercise the Participation Right, the Investor shall give written notice to the Company (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Securities the Investor wishes to purchase, and shall subscribe to the Offering within three Business Days of receipt of an Offering Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right in respect of such Offering or Issuance.

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3.4 Top-Up Right

(a) The Company agrees that, subject to Section 4.1, provided the Investor owns, directly or indirectly, at least 7.5% of the issued and outstanding Common Shares, the Investor (directly or through an Affiliate) has the right, upon the issuance by the Company of Common Shares pursuant to the exercise, conversion or exchange of any securities of the Company (other than securities beneficially owned by the Investor) (a “Top-Up Event”) to subscribe for additional Common Shares (the “Top-Up Shares”) with effect from the first Business Day following each public release by the Company of its annual results or its results for its second quarter, as applicable (each, a “Top-Up Day”) in such number of Common Shares that will allow the Investor (at its election and in its sole discretion) to maintain a percentage ownership interest in the issued and outstanding Common Shares that is the same as the percentage ownership interest that it had immediately prior to completion of such Top-Up Event.

(b) For the purposes of the first Top-Up Day, the preceding Top-Up Day shall be deemed to be the first day of the term off this Agreement.

(c) On or before the date that is ten Business Days following the relevant Top-Up Day, the Company shall provide written notice to the Investor (the “Top-Up Notice”) specifying the number of Common Shares issued pursuant to a Top-Up Event between the most recent Top-Up Day and the preceding Top-Up Day.

(d) The Investor shall provide written notice to the Company of its election to acquire the Top-Up Shares (a “Top-Up Exercise Notice”) on or before the date that is ten Business Days following the date of the relevant Top-Up Notice (“Top-Up Period”).

(e) The Top-Up Shares shall be issued at a price equal to the greater of (i) volume weighted average trading price of the Common Shares for the five trading days prior to the date of the Top-Up Notice (the “Top-Up Price”), and (ii) the minimum price specified by Exchange policies for the issue of Common Shares.

(f) Subject to applicable law, the issue and sale of the Top-Up Shares (the “Top-Up Closing”) shall occur on the date that is five Business Days after the date on which the Investor delivers a Top-Up Exercise Notice to the Company in accordance with Section 3.4(c), or such later date as the parties may agree.

(g) The Investor shall as soon as reasonably practicable enter into a subscription agreement in form and substance acceptable to the Investor and the Company, acting reasonably, in respect of the purchase of Top-Up Shares set forth in any Top-Up Exercise Notice.

(h) For greater certainty, the Investor will not have a right to subscribe for any Top-Up Shares in connection with an Issuance under which the Investor has a Participation Right in accordance with Section 3.2.

3.5 Issuance of Participation Right Offered Securities or Top-Up Shares

(a) If the Company receives an Exercise Notice or Top-Up Notice from the Investor within the Notice Period or the Top-Up Period, as applicable, then the Company shall, subject to

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the receipt and continued effectiveness of all required approvals (including the approval(s) of the Exchange, any other stock exchange on which the Common Shares are then listed and/or traded, any required approvals under Canadian Securities Laws, and any shareholder approval required under applicable law), which approvals the Company shall use commercially reasonable efforts to obtain (including by using its commercially reasonable efforts to cause management and each member of the Board to vote their Common Shares and any shares of the Company entitled to vote in the matter and all votes received by proxy in favour of the issuance of the Offered Securities or Top-Up Shares, as applicable, to the Investor), issue to the Investor, against payment of the subscription price payable in respect thereof, that number of Common Shares or other Offered Securities, as applicable, set forth in the Exercise Notice or Top-Up Notice.

(b) If the Company is required by the Exchange or otherwise under applicable law to seek shareholder approval for the issuance of the Offered Securities or Top-Up Shares to the Investor, then the Company shall call and hold a meeting of its shareholders to consider the issuance of the Offered Securities or Top-Up Shares to the Investor as soon as reasonably practicable, and shall recommend approval of the issuance of the Offered Securities or Top-Up Shares and shall solicit proxies in support thereof.

3.6 Issuances Not Subject to Participation Rights

Notwithstanding anything to the contrary contained herein, Sections 3.1 and 3.2 will not apply to any Issuances:

(a) for compensatory purposes to directors, officers, employees of or consultants to the Company and its Affiliates (as defined in the Act) pursuant to a security compensation plan of the Company or otherwise in compliance with the requirements of the Exchange (a "Dilutive Event");

(b) in connection with the exercise, conversion or exchange of securities convertible into or exchangeable for Common Shares; or

(c) of Top-Up Shares.

ARTICLE 4 COVENANTS OF INVESTOR AND COMPANY

4.1 Determining 7.5% Ownership

For the purposes of Article 2, Article 3 or Section 5.1 hereof, in determining whether the Investor owns, directly or indirectly, at any time at least 7.5% of the issued and outstanding Common Shares, any increase in the outstanding share capital of the Company arising from a Dilutive Event or Top-Up Event, which, by increasing the number of Common Shares outstanding, reduces the percentage of outstanding Common Shares owned, directly or indirectly, by the Investor, shall be disregarded, and the Investor shall be deemed to own the percentage of Common Shares it would have held at such time if all such Dilutive Events or Top-Up Events had not occurred.

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4.2 No Conflict With Shareholders' Rights Plan or Advance Notice By-Law

The Company covenants and agrees that any shareholder rights plan or similar instrument, or advance notice by-law or policy or similar instrument, adopted by the Company shall not restrict, limit, prohibit or conflict with the exercise by the Investor of its nomination rights under Article 2 or its Participation Right or right to acquire Top-Up Shares.

ARTICLE 5 MISCELLANEOUS

5.1 Termination

This Agreement will terminate and be of no further force and effect upon the Investor ceasing to own, directly or indirectly, at least 7.5% of the issued and outstanding Common Shares.

5.2 Notices

(a) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be transmitted by e-mail as follows:

(i) in the case of the Investor:

Guess Investments Ltd.
Gustavo Mejia Ricart #69
Torre Washington Suite 7a, Ensanche Piantini
Santo Domingo, Dominican Republic

Attention: Andreas Jana
E-mail: [Redacted - personal information]

with a copy (which shall not constitute notice) to:

Gowling WLG (Canada) LLP
100 King Street West, Suite 1600
Toronto, ON M5X 1G5

Attention: France Tenaille
E-mail: [Redacted - personal information]

in the case of the Company:

GoldQuest Mining Corp.
Ave. Gustavo Mejia Ricart 102, Edif.
Corporativo 2010, Suite 302
Santo Domingo, Dominican Republic

Attention: Luis Santana, Chief Executive Officer

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E-mail: [Redacted - personal information]

with a copy (which shall not constitute notice) to:

Blake, Cassels & Graydon LLP
1133 Melville Street, Suite 3500
Vancouver, BC V6E 4E5

Attention: Michelle Noorani
E-mail: [Redacted - personal information]

(b) Any such notice or other communication shall be deemed to have been given and received on the day on which it was transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. (Toronto time) at the place of receipt, then on the next following Business Day).

(c) Either party may at any time change its email address for service from time to time by giving notice to the other party in accordance with this Section 5.2.

5.3 Amendments and Waivers; Remedies

No amendment or waiver of any provision of this Agreement shall be binding on a party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. No delay or omission to exercise any right, power, or remedy accruing to a party, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

5.4 Assignment

No party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other party; provided, however, that the Investor may assign this Agreement to a person who acquires all of the Investor's Common Shares and agrees in a written instrument delivered to the Company to be bound by and subject to the terms of this Agreement.

5.5 Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the parties and their respective successors or heirs, executors, administrators and other legal personal representatives, and permitted assigns.

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5.6 Expenses

Each party will pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated herein, including the fees and expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors.

5.7 Further Assurances

Each of the parties hereto shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

5.8 Right to Injunctive Relief

The parties agree that any breach of the terms of this Agreement by either party would result in immediate and irreparable injury and damage to the other party which could not be adequately compensated by damages. The parties therefore also agree that in the event of any such breach or any anticipated or threatened breach by the defaulting party, the other party shall be entitled to equitable relief, including by way of temporary or permanent injunction or specific performance, without having to prove damages, in addition to any other remedies (including damages) to which such other party may be entitled at law or in equity.

5.9 Counterparts

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts, with the same effect as if each party had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF this Agreement has been executed by the parties on the date first written above.

GUESS INVESTMENTS LTD.

By: (signed) "Andreas Jana"
Name: Andreas Jana
Title: Director

GOLDQUEST MINING CORP.

By: (signed) "Luis Santana"
Name: Luis Santana
Title: Chief Executive Officer

Signature Page to Investor Rights Agreement