GoldQuest Mining Corp. — Capital/Financing Update 2026

Jan 15, 2026

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

January 9, 2026 and January 13, 2026

Item 3:

News Releases

The news releases announcing the material changes referred to in this report were disseminated on January 9, 2026 and January 13, 2026 through Newsfile Corp. and copies have been filed under GoldQuest’s profile on SEDAR+.

Item 4:

Summary of Material Change

On January 9, 2026, the Company announced that it had closed the second tranche (the “ Second Tranche ”) of its previously announced non-brokered private placement (the “ Private Placement ”) of 7,172,813 units of the Company (the “ Units ”) at a price of $1.21 per Unit (the “ Offering Price ”) for gross proceeds of approximately $8.7 million.

On January 13, 2026, the Company announced that it had closed the third and final tranche (the “ Third Tranche ”) of the Private Placement of 2,744,542 Units at the Offering Price, for gross proceeds of approximately $3.3 million.

Item 5:

Full Description of Material Change

On January 9, 2026, the Company announced that it had closed the Second Tranche, which was comprised of 7,172,813 Units at a price of $1.21 per Unit, for gross proceeds of approximately $8.7 million.

Certain insiders of GoldQuest subscribed for Units in the Private Placement under the Second Tranche. The issuance of Units are 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 relied on exemptions from the formal valuation and minority approval requirements contained in Sections 5.5(b) and 5.7(1)(a), respectively, of MI 61101 in respect of such insider participation.

On January 13, 2026, the Company announced that it had closed the Third Tranche of the Private Placement, which was comprised of 2,744,542 Units at a price of $1.21 per Unit, for gross proceeds of approximately $3.3 million.

Including the first tranche of the Private Placement, which comprised of 24,793,388 Units at the Offering Price for gross proceeds of approximately $30 million, the Company has issued a total of 34,710,743 Units under the Private Placement, for total gross proceeds of approximately $42 million.

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.

As consideration for services provided in connection with the Private Placement, the Company paid a finder’s fee of $405,579.90 to Paradigm Capital Inc. and a finder’s fee of $66,044.34 to Milenio Partners, S.A. Each are arm’s length parties.

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

January 15, 2026.