GoldQuest Mining Corp. — Capital/Financing Update 2025

Dec 23, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

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

Item 2: Dates of Material Changes
December 16, 2025 and December 18, 2025

Item 3: News Releases
The news releases announcing the material changes referred to in this report were disseminated on December 16, 2025 and December 18, 2025 through Newsfile Corp. and copies have been filed under GoldQuest’s profile on SEDAR+.

Item 4: Summary of Material Change
On December 16, 2025, the Company announced its intention to offer, on a non-brokered private placement basis, up to 24,793,399 units of the Company (the “Units”, and each a “Unit”) at a price of $1.21 per Unit, for aggregate gross proceeds of up to approximately $30 million (the “Private Placement”).

On December 18, 2025, the Company announced the upsizing of the Private Placement to an aggregate of 34,710,743 Units at a price of $1.21 per Unit, for aggregate gross proceeds of up to approximately $42 million (the “Upsize”).

Item 5: Full Description of Material Change
On December 16, 2025, the Company announced the Private Placement of Units and on December 18, 2025, the Company announced the Upsize.

Each Unit is comprised of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable to purchase one Common Share at an exercise price of $1.80 per Common Share for a period of 24 months from the applicable closing date of the Private Placement.

The Private Placement is expected to close in tranches on or before January 9, 2026, subject to the completion of formal documentation and receipt of all necessary regulatory approvals, including approval of the TSX Venture Exchange (the “TSXV”).

On December 23, 2025, the Company closed the first tranche of the Private Placement, which was comprised of 24,793,388 Units for gross proceeds of approximately $30 million.

It is anticipated that certain insiders of GoldQuest will subscribe for Units in the Private Placement. The issuance of Units will be considered related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on exemptions from the formal valuation and minority approval requirements contained in Sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 in respect of such insider participation.

As consideration for services provided in connection with the Private Placement, the Company will pay a finder’s fee to certain eligible finders who introduced subscribers to the Private Placement,

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including Paradigm Capital Inc.

Common Shares and Warrants issued under the Private Placement will be subject to a four-month statutory hold period in accordance with applicable Canadian securities laws.

5.1 Disclosure for Restructuring Transaction

Not applicable.

Item 6: Reliance on Subsection 7.1(2) or (3) 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

December 23, 2025.