GoldQuest Mining Corp. — Capital/Financing Update 2025

Jul 17, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1: Name and Address of Company
GoldQuest Mining Corp. (the “Company”)

Item 2: Date of Material Change
July 8, 2025

Item 3: News Release
A news release announcing the material change was issued on July 9, 2025 through Newsfile Corp.’s distribution network and a copy was subsequently filed on SEDAR+.

Item 4: Summary of Material Change
On July 9, 2025, the Company announced that it had closed the second and final tranche (the “Second Tranche”) of its non-brokered private placement (the “Private Placement”), raising gross proceeds of C$5,486,111 through the issuance of 10,972,222 common shares of the Company (each, a “Common Share”) at a price of C$0.50 per Common Share to Guess Investments Ltd. (the “Investor”), an existing shareholder and insider of the Company. The first tranche of the Private Placement (the “First Tranche”) closed on June 2, 2025.

Item 5.1: Full Description of Material Change
On July 9, 2025, the Company announced that it had closed the Second Tranche of the Private Placement, raising gross proceeds of C$5,486,111 through the issuance of 10,972,222 Common Shares of the Company at a price of C$0.50 per Common Share to the Investor.

Combined with the First Tranche, the Company issued a total of 32,423,099 Common Shares under the Private Placement, for gross proceeds of C$16,211,549.50. GoldQuest will now have C$28 million in the Treasury.

No finder’s fees were paid in connection with the Second Tranche.

The Private Placement remains subject to final acceptance of the TSX Venture Exchange (the “TSX-V”). All Common Shares issued pursuant to the Private Placement are subject to a four-month statutory hold period under applicable Canadian securities laws.

Upon closing of the Second Tranche, the Company entered into an investor rights agreement with the Investor, which among other things, grants customary participation rights and top-up rights to allow the Investor to maintain its interest in the Company, and provides the right for the Investor to nominate, at its election, up to two individuals to the Company’s board of directors, while the Investor holds at least a 7.5% interest (for the first nomination right) or a 15% interest (for the second nomination right), in the Company. Following closing of the Second Tranche, the Investor holds 12.44% of the

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issued and outstanding Common Shares on a non-diluted basis. The first nominee of the Investor is Mr. Charles Reid, a current director on the Company's board of directors.

The net proceeds from the Private Placement will be used to advance GoldQuest's key strategic and development initiatives, including:

• Completion of the Environmental and Social Impact Assessment (ESIA) at Romero.
• Finalization of the Bankable Feasibility Study (BFS) for the Romero Project.
• Mineral Exploration at the Tireo Belt.
• General Corporate Purposes.

Insiders of the Company acquired an aggregate of 1,242,000 Common Shares (C$621,000) under the First Tranche and acquired an additional 10,972,222 Common Shares (C$5,486,111) under the Second Tranche. Such insider participation constitutes a "related party transaction" as defined under TSX-V Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities to be acquired by insiders, nor the consideration paid by them, exceeds 25% of the Company's Market Capitalization.

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

July 17, 2025.

Forward-looking statements:

Statements contained in this material change report that are not historical facts are forward-looking information that involves known and unknown risks and uncertainties. Forward-looking statements in this material change report include, but are not limited to, statements with respect to the receipt of TSX-V approval, the use of proceeds of funds raised under the Private Placement and the Company's focus on advancing the Romero gold-copper project and exploring the Tireo Formation. In certain cases, forward-

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looking statements can be identified by the use of words such as "plans", "looks forward", "has proven", "expects" or "does not expect", "is expected", "potential", "likelihood", "appears", "budget", "scheduled", "estimates", "forecasts", "at least", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will be taken", "occur" or "be achieved".

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, risks related to related to the implementation, application and interpretation of the recent changes to the Dominican Republic's environmental regulations; risks related to the ability of the Company to advance and complete a Feasibility study, Environmental and Social Impact Assessment and other studies on the Romero project; economic and political conditions globally and in the Dominican Republic; uncertainties inherent in drill results and the estimation of mineral resources; commodity prices; changes in general economic conditions; market sentiment; currency exchange rates; the Company's ability to continue as a going concern; the Company's ability to raise funds through equity financings; risks inherent in mineral exploration; risks related to operations in foreign countries; future prices of metals; failure of equipment or processes to operate as anticipated; accidents, labor disputes and other risks of the mining industry; delays in obtaining governmental approvals; government regulation of mining operations; environmental risks; title disputes or claims; limitations on insurance coverage and the timing and possible outcome of litigation. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, do not place undue reliance on forward-looking statements. All statements are made as of the date of this material change report and the Company is under no obligation to update or alter any forward-looking statements except as required under applicable securities laws. Forward-looking statements are based on assumptions that the Company believes to be reasonable, including expectations regarding mineral exploration and development costs; expected trends in mineral prices and currency exchange rates; the accuracy of the Company's current mineral resource estimates; that the Company's activities will be in accordance with the Company's public statements and stated goals; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained and that there will be no significant disruptions affecting the Company or its properties.