GoldQuest Mining Corp.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

DECEMBER 31, 2019

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

INTRODUCTION ..................................................................................................................................... 3 NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF INDICATED AND INFERRED RESOURCES ..... 3 OVERVIEW ............................................................................................................................................. 3 COVID-19 ............................................................................................................................................... 4 BUSINESS STRATEGY ............................................................................................................................. 4 EVALUATION AND EXPLORATION ASSETS ............................................................................................ 4 CHANGE IN MANAGEMENT ................................................................................................................ 19 SELECTED INFORMATION.................................................................................................................... 19 RESULT OF OPERATIONS ..................................................................................................................... 20 LIQUIDITY AND CAPITAL RESOURCES ................................................................................................. 22 OUTSTANDING SHARE DATA .............................................................................................................. 22 COMMITMENTS .................................................................................................................................. 23 CONTINGENCIES .................................................................................................................................. 23 FINANCIAL INSTRUMENTS .................................................................................................................. 23 RELATED PARTIES ................................................................................................................................ 24 CRITICAL ACCOUNTING ESTIMATES .................................................................................................... 24 ADOPTION OF NEW AND AMENDED IFRS PRONOUNCEMENTS ........................................................ 25 OFF-BALANCE SHEET FINANCING ARRANGEMENTS ........................................................................... 25 PROPOSED TRANSACTIONS ................................................................................................................ 25 RISKS AND UNCERTAINTIES ................................................................................................................ 25 ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE ...................... 28 FORWARD- LOOKING INFORMATION ................................................................................................. 28

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) of GoldQuest Mining Corp. and its subsidiaries (the “Company” or “GoldQuest”) provides an analysis of GoldQuest’s results of operations and financial condition for the year ended December 31, 2019. This MD&A supplements the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2019, which were prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A should be read in conjunction with the annual audited consolidated financial statements for the year ended December 31, 2019, prepared in accordance with IFRS and the related MD&A.

This MD&A is prepared as of April 28, 2020. All amounts presented in this MD&A are in Canadian dollars unless otherwise indicated. Additional information related to GoldQuest is available on SEDAR at www.sedar.com and on the Company’s website at www.goldquestcorp.com.

NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF INDICATED AND INFERRED RESOURCES

The terms "Indicated" and "Inferred" Resources are used herein. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. "Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of a Mineral Resource is economically or legally mineable.

OVERVIEW

GoldQuest is a Canadian-based mineral exploration company with projects in the Dominican Republic. The Company’s common shares trade on the TSX-V under the symbol GQC and in Frankfurt/Berlin under the symbol M1W. GoldQuest operates through its wholly-owned British Virgin Island subsidiary, GoldQuest Mining (BVI) Corp. and its wholly-owned subsidiary, GoldQuest Dominicana SRL, which is domiciled in the Dominican Republic. GoldQuest commenced exploration activities in the Dominican Republic in 2001 and has focused on its portfolio of gold-copper projects located within the Tireo Formation in the western portion of the Dominican Republic.

The Company holds 19 exploration permits (granted or under application) and one exploitation permit (under application) concessions in the Dominican Republic. These concessions are grouped into the following districts:

San Juan District , including Romero (exploitation permit under application), Aguita Fria (Jenigbre), Valentin, Loma Los Comios, Loma El Cachimbo (Loma Viejo Pedro), Los Gajitos, Los Lechones, Descansadero, Tocon de Pino, Las Tres Veredas, Piedra Dura, La Tachuela (formerly La Fortuna), La Guinea, Toribio concessions (collectively referred to as the “Tireo Property”).
Jarabacoa District , including Los Hoyitos (formerly Loma Oculta) and La Rabona concessions.
Regional Exploration , including Loma El Catey, Loma La Damajagua, Hoyo Prieto and Recodo concessions.

The Tireo Property in the San Juan District and the Los Hoyitos Property (formerly Loma Oculta) in the Jarabacoa District are the Company’s material properties.

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

COVID-19

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time. In terms of the timing of receiving the Exploitation Permit from the Dominican Republic’s government, COVID-19 may cause a delay in the process.

BUSINESS STRATEGY

GoldQuest seeks to become a gold-copper development company in the Dominican Republic and to evaluate opportunities in other countries. The Company aims to maximize long-term value for its shareholders by moving the Romero Project forward through to development while exploring for additional mineralization on its other properties.

The Company is committed to the exploration and development of all of its mineral properties in a socially and environmentally responsible manner that will be beneficial for all stakeholders. The Company’s sustainable social responsibility mandate aims to provide employment opportunities and social support for local communities, sustainable development of local infrastructure and follow leading environmental practices in the regions that GoldQuest operates in.

Due to the delay in receiving Presidential endorsement of the Exploitation License for the Company’s Romero Project, the Company is now seeking and evaluating opportunities with respect to mineral properties outside the Dominican Republic. The Company also took steps towards a cash conservation policy, which includes reducing its staff in the Dominican Republic, suspending community programs in the Dominican Republic and terminating certain service contracts. The Company is monitoring the political situation in the Dominican Republic and any progress towards Presidential endorsement of the Exploitation License with interest as it evaluates other opportunities in mining friendly jurisdictions.

On July 5, 2020, a Presidential election is scheduled to take place in the Dominican Republic which will result in a change of leadership later this year. GoldQuest’s management continues to monitor the impact of the election both prior to and after the anticipated date for the change in leadership.

EVALUATION AND EXPLORATION ASSETS

William Fisher, P.Geo, the Company’s Non-Executive Chairman, is the Qualified Person, as defined by National Instrument 43-101 (NI 43-101), who has reviewed and approved the technical information disclosed in this MD&A.

Tireo Property

The Tireo Property (100% owned) is a group of 13 concessions located within the San Juan Valley that encompass 20,076 hectares in the province of San Juan de la Maguana, Dominican Republic. The majority of the project area is at an early stage of exploration, with the exception of Romero concession, formerly named La Escandalosa, which contains the Romero Project.

The Romero gold-copper project (100% owned) is located within the Romero exploitation concession that encompasses 3,997 hectares (the “Romero Project”). The Romero Project comprises two mineral deposits, Romero and Romero South (formerly La Escandalosa Sur). The concession is under application for an exploitation license, which was applied for on October 23, 2015.

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

As discussed above, due to the delay and uncertainty in receiving Presidential endorsement of the Exploitation License for the Company’s Romero Project, the Company decided to impair the evaluations and exploration assets to a nominal amount of $1 during the year ended December 31, 2018.

Figure 1. GoldQuest Tireo Property Concession Location Map

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4 Gajo La Guama
5 El Palo de Las Rosa
6 El Alto de Los Chivos
7 Loma Los Limones
8 El Alto de Los Chivos
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Drilling

In late 2016, the Company commenced a 10,000 metre drill program to follow-up and test new exploration targets identified through the ongoing IP, rock and trench sampling programs carried out in 2015/16. This includes 52 holes completed during 2017 for a total of 14,719 metres in the Tireo Regional program (TIR series) with an additional 4 holes completed during the three-month period ended March 31, 2018 for a total of 1,213 metres drilled. Including the 4 drill holes completed in the Q1 2018, 15,932 metres have been drilled in the TIR series. There were no drilling activities in Q2 and Q3 2018.

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

From the commencement of exploration on this project and up to the date of this MD&A, a total 74,049 metres have been drilled in 260 diamond drill holes at the Tireo Property (all areas in the trend).

Drilling Series	Area	# Holes	# Metres
LTP	Romero Project	170	47,036
IMP	Imperial	8	3,447
LG	La Guama	5	1,498
LR	La Rosa	2	902
LB	La Bestia	9	2,362
LVP	Loma Viejo Pedro	7	1,558
JNG	Jengibre	7	1,314
TIR	Tireo Regional	52	15,932
		260	74,049

Below is a table of results from 2016/17/18 Tireo Exploration campaign. Holes TIR-16-09, TIR-16-11, TIR-17-22, TIR-1725 and TIR-17-28 were drilled in the Cachimbo area, with hole TIR-16-09 intersecting the most significant mineralization to date. Holes TIR-16-10, TIR-16-12 and TIR-16-13 are from the Vaca target area, approximately 5 kilometres north-west of Cachimbo. All remaining holes are from the Los Mineros and Las Avispas target areas which are approximately 10 kilometres north and north-east of Cachimbo.

Drill hole assay intervals (up to end of Q3 2018)

Hole	From m	To m	Interval m	*Au gpt**	Cu %	Ag gpt	Zn %
TIR-16-07	164	174.9	10.9	0.35	0.01	1.78	0.08
TIR-16-08	no significant	results
TIR-16-09	51.2	60.96	9.76	2.54	0.07	39.97	0.52
	Including
	56.39	60.96	4.57	4.5	0.52	72.6	3.51
	And
	70	85.24	15.24	5.27	0.42	30.62	4.21
	Including
	73.15	78.04	4.89	13.75	1.12	73.73	11.78
	And
	99.06	111.03	11.97	0.56	0.02	11.86	0.33
TIR-16-11	4.57	50	45.43	0.45	0.02	6.02	0.12
TIR-16-10	1.5	25.9	24.4	0.24	0.01	0.33	0.03

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GoldQuest Mining Corp.

MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

TIR-16-12	14.2	71	56.8	0.3	0.01	0.98	0.04
TIR-16-13	no significant	results
TIR-17-14	no significant	results
TIR-17-15	no significant	results
TIR-17-16	7.6	22.9	15.3	0.4	0.01	25.39	0
TIR-17-17	no significant	results
TIR-17-18	no significant	results
TIR-17-19	111.06	120.6	9.54	0.01	0.03	0.5	0.21
	And
	146.24	147	0.76	0.02	2.08	0.7	0.12
	And
	159.85	165	5.15	0.02	0.21	0.5	0.02
	And
	234	246.07	12.07	0.49	0.01	3.29	0.05
	and
	255	256.66	1.66	1.01	0.02	19	0.2
TIR-17-20	no significant	results
TIR-17-21	no significant	results
TIR-17-22	68.4	94	25.6	0.44	0.03	5.95	0.17
	And
	95.53	106.68	11.15	0.52	0.02	2.83	0.14
	And
	119.23	135	15.77	1.15	0.02	6.66	0.1
	And
	143.28	146	2.72	0.58	0.01	1.52	0.03
	And
	147.7	150.5	2.8	0.35	0.01	1.45	0.05
	And
	152.5	155.05	2.55	0.77	0.01	0.9	0.02
	And
	159	161	2	0.24	0.01	1	0.02
TIR-17-23	no significant	results
TIR-17-24	no significant	results
TIR-17-25	47.24	50	2.76	1.46	0.11	10.27	0.6
	and
	67.23	68.76	1.53	0.5	0.01	18.73	0.03
	and
	75.02	96.79	21.77	1.83	0.02	9.36	0.14
	Including
	80.42	81.83	1.41	9.13	0.05	25	0.1

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GoldQuest Mining Corp.

MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

TIR-17-26	no significant	results	results	results	results
TIR-17-27	no significant	results
TIR-17-28	128.78	181.75	52.97	1	0.04	6.4	0.33
	Including
	128.78	131.85	3.07	4.82	0.21	27.93	2.18
	Including
	131.54	131.85	0.31	22.3	1.02	76.8	10.7
	Including
	173.67	179.83	6.16	2.81	0.01	7.42	0.06
TIR-17-29	no significant	results
TIR-17-30 TIR-17-31	148.01	204.16	56.15	0.32	0.02	2.40	0.14
	no significant	results
TIR-17-32	89.39	119.98	31.51	3.16	0.08	11.85	0.64
	Including
	90.0	101.90	11.90	6.57	0.19	24.2	1.43
	Including
	96.00	98.67	2.67	22.31	0.46	52.81	3.10
TIR-17-33	85.34	90.27	4.93	0.71	0.01	6.51	0.07
	and
	92.72	98.5	5.78	1.26	0.01	102.87	0.10
	and
	103.53	106.68	3.15	0.66	0.01	17.89	0.06

TIR-17-34	106.01	111.25	5.24	0.87	0.03	6.57	0.30
	Hole stopped	due to mechanical failure while in mineralization

TIR-17-35	105.82	152.4	46.58	1.08	0.01	1.68	0.09
	Including
	120.31	132.50	12.19	2.37	0.02	2.34	0.16
	and
	186.75	198.40	11.65	6.34	0.03	4.37	0.33
	Including
	188.34	189.60	1.26	47.70	0.18	30.0	2.32

TIR-17-36	103.57	117.25	13.68	1.47	0.04	9.08	0.44

TIR-17-37	125.12	178.31	53.19	0.52	0.02	3.17	0.17

TIR-17-38	99.50	121.14	21.64	0.26	0.02	2.72	0.10

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GoldQuest Mining Corp.

MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)


TIR-17-39	138.52	156.15	17.63	0.47	0.02	1.19	0.03

TIR-17-40	256.00	282.02	26.02	0.40	0.01	1.12	0.03

TIR-17-41	82.30	95.11	12.81	1.59	0.01	8.18	0.22
	And
	137.76	154.79	17.03	1.17	0.02	6.96	0.08

TIR-17-42	72.70	90.50	17.80	1.93	0.06	18.92	0.68
	And
	109.61	135.09	25.48	1.01	0.02	6.55	0.09
	And
	136.80	147.28	10.48	0.95	0.01	0.88	0.08

TIR-17-43	74.75	79.63	4.88	0.60	0.04	4.75	0.30
	And
	85.38	116.00	30.62	0.73	0.01	4.21	0.08

TIR-17-44	11.04	257.26	246.22	1.22	0.02	6.07	0.21
	Including
	11.04	135.81	124.77	2.07	0.03	11.31	0.39
	Including
	11.04	70.50	59.46	3.27	0.07	18.94	0.73
	Including
	11.04	54.84	43.80	4.25	0.09	22.66	0.96
				Including
	11.04	32.00	20.96	7.86	0.17	39.60	1.81
				Including
	11.04	23.12	12.08	12.59	0.26	62.62	1.69

TIR-17-45	6.96	101.52	94.56	1.59	0.01	8.39	0.16
				Including
	6.96	33.53	26.57	3.36	0.03	21.55	0.55

TIR-17-46	52.00	58.60	6.60	0.20	0.02	4.30	0.17

TIR-17-47	22.90	38.10	15.20	0.40	0.01	1.30	0.22
	And
	133.70	238.00	104.30	0.20	0.01	1.40	0.03

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GoldQuest Mining Corp.

MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

	Including
	133.70	136.50	2.80	1.10	0.02	21.30	0.15

TIR-17-48	49.60	54.10	4.40	5.30	0.18	12.40	1.92
	Including
	51.10	52.50	1.40	14.70	0.39	14.70	3.77
	And
	93.70	322.030	228.60	0.40	0.01	1.40	0.04
	Including
	93.70	103.50	9.80	3.00	0.02	7.40	0.22

TIR-17-49	44.20	61.50	17.30	1.90	0.03	7.40	0.26
	Including
	51.70	61.50	9.80	2.70	0.03	7.40	0.23

TIR-17-50	55.60	203.70	148.10	0.80	0.02	3.90	0.10
	Including
	56.40	61.40	5.05	8.40	0.10	42.40	0.51
	Including
	102.50	122.80	20.30	1.74	0.01	5.00	0.15
	Including
	175.10	192.60	17.60	1.24	0.03	1.50	0.24
	And
	399.00	400.80	1.80	1.58	0.04	0.70	0.18

TIR-17-51	62.00	125.00	63.000	0.26	0.01	0.85	0.10
	Including
	62.00	71.63	9.63	0.51	0.29	2.38	0.30
	And
	198.50	237.74	39.24	0.23	0.00	0.97	0.05
	Including
	220.38	222.50	2.12	1.60	0.10	1.49	0.11

TIR-17-52	57.82	140.00	82.18	0.50	0.01	1.49	0.11
	Including
	57.82	77.15	19.33	0.56	0.01	3.06	0.15
	Including
	109.50	111.90	2.40	4.52	0.01	1.76	0.08

TIR-17-53	54.85	92.41	37.56	0.73	4.34	0.02	0.24

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

				including	including
	54.85	58.10	3.25		2.50	16.41	0.03	0.21
				And
	92.50	105.00	12.50		0.52	1.63	0.01	0.16
				And
	211.38	213.65	2.27		2.48	1.13	0.01	0.12
				including
	211.38	211.65	0.27		20.60	5.80	0.05	0.93
				And
	260.76	274.00	13.24		0.55	1.22	0.01	0.02
				including
	270.00	272.00	2.00		2.06	0.80	0.01	0.02
TIR-18-54	50.80	57.75	6.95		0.33	2.68	0.01	0.08
				And
	57.98	79.11	21.13		0.52	2.19	0.02	0.19
				And
	80.00	99.06	19.06		0.24	3.78	0.01	0.04
TIR-18-55	192.79	205.31	12.52		0.18	1.05	0.01	0.02
				And
	205.98	215.22	9.24		0.23	1.62	0.01	0.03
				And
	357.76	361.26	3.50	0.37		0.59	0.02	0.21
TIR-18-56	317.50	321.56	4.06	0.12		0.65	0.01	0.03

*Interval grades are calculated using uncapped assays. Gold values did not exceed 25.9 gpt. Intervals may not represent true widths. There insufficient drilling to determine the orientation of the mineralized bodies at

The Company made the Cachimbo discovery on the third target of the twenty targets being tested in the Tireo exploration drilling campaign. Drillhole number TIR-16-09, intersected a new Volcanogenic Massive Sulphide (VMS) zone which returned high grades of precious and base metals -- notably gold and zinc -- on three horizons. This discovery is located 20.5 kilometres south of GoldQuest's multi-million-ounce Romero gold/copper project.

The high level of precious metals intersected in Cachimbo are particularly encouraging. Hole TIR-16-09 is collared 80 metres from surface sampling that returned 167 g/t (5.4 oz/t) of gold. The new mineralization is open in both directions along strike and follow up drilling is currently underway to establish the size and shape of the mineralized body.

Importantly, the Cachimbo discovery hole displays a 60 metre mineralized package from 51 metres depth to 111 metres depth with multiple horizons of significant metal concentrations. The upper horizon returned 4.6 metres grading 4.5 g/t gold and 73 g/t silver with minor base metals from 56.4 metres depth and the main horizon was discovered below with a 4.9 metres interval grading 13.8 g/t gold 74 g/t silver, 11.8 % zinc and 1.1% copper and 0.7% lead within a wider horizon of 15 metres grading 5.3 g/t gold, 31 g/t silver 4.2 % zinc and 0.4% copper and 0.3% lead from 70 metre depth.

Hole TIR-17-32 intersected 31.6 metres of 3.89 g/t AuEq, 3.16 g/t gold with higher grade sections including elevated gold and base metal grades of 2.7 metres grading 22.31 g/t gold, 52.81 g/t silver, 3.10% zinc and 0.46% copper within a wider mineralization interval. The grades are comparable to the Cachimbo discovery hole, TIR-17-32 and TIR-16-09 are

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

approximately 50 metres apart and appear to be the same mineralization horizon. This horizon is open along strike to the north-west and to the south-east as well as down dip to the east.

Vertical hole, TIR-17-44 which intersected 21.0 m @ 7.86 g/t gold, 39.6 g/t silver, 0.17 % copper, 0.26 % lead and 1.81 % zinc. (10 g/t AuEq. *) within a wider mineralized envelope of 59.5 m @ 4.4 g/t AuEq. The richest horizon was found in a silica-barite matrix, associated with the upper parts of a VMS system from 11 metres below surface. The hole was collared approximately 300 m SE of the Cachimbo discovery hole TIR-16-09.

In addition to the Cachimbo Discovery, the Company identified two new gold bearing mineralized systems called Vaca Valley and Mineros Ridge, which are located 5 kilometres and 10 kilometres north of Cachimbo, respectively. In both cases, gold bearing sulphides were intersected with similar grades and thicknesses to intersections adjacent to the Romero Deposit and the Cachimbo Discovery.

Highlights of the new drilling include hole TIR-17-16 at Mineros Ridge which intersected 15.3 metres grading 0.4 g/t gold and 25.4 g/t silver. Hole TIR-16-12 at Vaca Valley intersected 56.8 metres grading 0.3 g/t gold. The drill program is testing new targets and all holes have encountered sulphide mineralization consistent with hydrothermal activity in the belt. The Company is currently waiting for a drilling permit from the authority. No drilling activities will be performed until the Company receive the drilling permit.

Geophysical Survey

During Q1 2018, the Company continued a ground IP program to the south of the Cachimbo discovery in the Aguita Fria concession. The survey is following favorable geological trends identified from airborne geophysics and mapping. Recently, the Company completed approximately 100-line kilometres of gradient induced polarization (IP) geophysics to the south-east of the Cachimbo Discovery which identified six new exploration targets. All the targets occur along the mineralization trend which host the Cachimbo Discovery and the Romero and Romero South deposits.

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

Metallurgy and Economic Evaluations

Metallurgical test programs were completed on Romero and Romero South mineralization in 2011, 2013, 2014, 2015 and 2016 by ALS Metallurgical Laboratories, Kamloops, B.C. (ALS) on metallurgical composites selected by GoldQuest.

The most recent tests are summarized below:

Construct five metallurgical composites and conduct chemical analyses on each. Perform mineralogical analyses by QEMSCAN Particle Mineral Analysis (PMA) to determine mineral content and liberation of major sulphide minerals.
Construct five comminution composites and perform comminution testing including SMC, Bond crusher work index, Abrasion index, and Bond ball mill work index testing.
Complete gravity recoverable gold tests on each metallurgical composite to assess the amenability for gravity concentration. - Conduct batch rougher and cleaner flotation tests on each metallurgical composite to optimize flotation conditions for copper and pyrite circuits.
Conduct locked-cycle flotation test work on each metallurgical composite to evaluate closed circuit performance. Conduct minor element analyses on copper concentrates.
Complete pilot plant testing to generate products for settling and filtration testing by an independent laboratory, and to assess energy requirements for fine grinding of the copper and pyrite rougher concentrates
Submit tailings from flotation test work for acid base accounting tests

The results indicate a 13% copper concentrate grade with a 94.6% copper recovery can be achieved for Romero. The gold and silver recovery with gravity is approximately 78.1% and 58.6% respectively. Opportunities remain to recover additional gold, copper and silver from Romero and the Romero South deposits and these will be investigated at the prefeasibility stage of the project.

Pre-Feasibility Study

The Company engaged JDS Mining to complete the PFS for the Romero Project. The PFS was prepared under the direction of JDS Energy & Mining Inc. ("JDS"), an industry-leading, international engineering firm, with extensive experience in both the construction and operation of mining projects. The study was supported by a team of internationally recognized firms, all of whom are independent of the Company, including:

Micon International Limited (Micon) (geology, mineral resources)
Golder Associates Limited (geotechnical, tailings and water management)
Allnorth Consultants Limited (process design)
MineFill Services Incorporated (backfill plant design)

On September 27, 2016, the Company reported the results of the PFS, including the maiden Mineral Reserves for its Romero Project and submitted the Technical Report on SEDAR on November 11, 2016.

PFS Highlights

Maiden Probable Mineral Reserves of 7.03 million tonnes containing: o 840,000 ounces of gold o 980,000 ounces of silver o 136 million pounds of copper
A 2,800 tonnes per day operation totalling life of mine gold equivalent production of approximately 1.117 Moz Au Eq

Page 13 of 29

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

Annual gold equivalent production averaging 109,000 ounces per year
Post tax Net Present Value @ (5%) of $203 million (pre tax $317 million)
All-in Sustaining Cost of $595/oz Au Eq
Post tax Internal Rate of Return of 28% (pre-tax 38.6%)
Initial Capex of $158.6 (Life of Mine $250.9 including sustaining and closure)

[1] All figures are in U.S. dollars unless otherwise stated, with a DOP/USD exchange rate of 46:1 and metal price assumptions of $1,300/oz gold (Au), $20/oz silver (Ag) and $2.50/lb copper (Cu).

The PFS envisages a 2,800 tonnes per day ("tpd") project, encompassing a ramp-accessed underground mining operation employing a standard crush, grind, flotation process plant to produce a saleable copper concentrate product with significant gold and silver credits. Process tailings will be used as paste backfill in the underground mine with excess material stored on site as dry stack material. Water requirements for the mine will be met by collecting and storing runoff water from the site.

Mineral resources

The basis for the PFS is the updated mineral resource estimate prepared by Micon. Details of the resource estimate will be set out in the Company's upcoming National Instrument 43-101 ("NI 43-101") technical report for the PFS. For the purposes of reporting the mineral resources, Micon selected a net smelter returns ("NSR") cut-off of $60 (operating cost/commodity price weighted recovery) as an estimate of what might be a reasonable marginal cost of extraction at Romero and Romero South.

A summary of this resource is:

Table 1: Mineral Resource Estimate for Romero Project

			Au (g/t)			Ag (g/t)	AuEq (g/t)		AuEq Ounces
Category	Zone	Tonnes		Cu (%)	Zn (%)			Au Ounces

Indicated	Romero	18,390,000	2.57	0.65	0.31	4.2	3.43	1,520,000	2,028,000
			3.69	0.25	0.18	1.6	4.01	218,000	237,000
	Romero South
		1,840,000

			2.67	0.61	0.30	4.0	3.48	1,738,000	2,265,000
Total Indicated Mineral Resources
		20,230,000


Inferred	Romero	2,120,000	1.80	0.39	0.36	3.2	2.32	123,000	158,000
			2.57	0.20	0.21	2.1	2.84	74,000	82,000
	Romero South
		900,000

			2.03	0.33	0.32	2.9	2.47	197,000	240,000
Total Inferred Mineral Resources
		3,020,000

Effective data for the Mineral Resource is September 27, 2016.
Mineral Resources which are not mineral reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant issues.
The quantity and grade of reported Inferred Resources in the estimation are uncertain in nature and there has been insufficient exploration to define these Inferred Resources as an Indicated or Measured Mineral Resource and it is uncertain if further exploration will result in upgrading them to an Indicated or Measured Mineral Resource category.
Gold Equivalent Metal prices used were $1,400/oz Au, $20.00/oz Ag and $2.50/lb Cu and recoveries of 78.1% for gold, 94.6% for copper and 58.6% for silver.
Columns may not calculate precisely due to rounding errors.

Page 14 of 29

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

Mineral Reserves

The Probable Mineral Reserves are the economically minable portions of the Indicated Mineral Resource as demonstrated by this PFS.

Table 2: Mineral Reserve Estimate for Romero Project

Mine	Tonnes	Au		Ag		Cu
Reserves
(Cut off $70		(g/t)	(oz)	(g/t)	(oz)	(%) (M lb) (g/t)	(oz)
NSR) (2)
Total Probable	7,031,000	3.72	840,000	4.33	980,000	0.88 136 4.9	1,117,000

Gold equivalent metal prices $1,300/oz Au, $20.00/oz Ag and $2.50/lb Cu
Cut-off NSR metal prices: Cu $2.50/lb Au $1,250/oz Ag $17.00/oz; Recovery: Cu-96.8 Au-71.7 Ag-54.4, Payable: Cu-96.5 Au-90.0 Ag-95.0, TCRC: $257.83/dmt, Cu concentrate 20%

Mining

The mine plan for the Romero deposit contemplates a ramp accessible underground mine employing mechanized longhole and cut & fill stoping methods with both paste and waste rock for backfill. At full production, run of mine material will be transported to the surface at an average rate of 2,800 tpd where it will be hauled to the process plant, located approximately 3 km south of the mine. The PFS does not propose exploiting the Romero South deposit at this time. Romero South may be evaluated as a stand- alone deposit in the Feasibility Study stage.

The PFS mine plan includes 7.03 Mt grading 3.72 g/t Au, 0.88% Cu and 4.33 g/t Ag after accounting for dilution and mining recovery, with contained metal totaling 840k oz Au, 135.9 M lbs Cu (61.7 kt) and 980k oz Ag. The waste rock mined totals 900 kt, with all waste rock returned underground as backfill by Year 5.

The mine design includes a 5.0 m x 4.5 m ramp access with production coming from a combination of 75% longhole mining, 16% cut & fill mining and 9% from development. The mine scheduling targets the highest NSR sections of the deposit early in the mine life. The mine production schedule is provided below.

Table 3: Romero Mine Production Schedule

Economic
Model		Total	Y1	Y2	Y3	Y4	Y5	Y6	Y7	Y8
Export
Ore Tonnes	kt	7,031	817.8	1008.0	1008.0	1008.0	1008.0	1008.0	1008.0	164.7
Au	g/t	3.72	4.54	4.85	4.06	3.96	3.66	3.23	2.18	1.80
Ag	g/t	4.33	4.97	3.83	3.52	5.33	5.31	3.85	3.90	2.82
Cu	%	0.88%	0.86%	0.83%	0.96%	0.96%	0.89%	0.80%	0.86%	0.78%

Processing

The processing flow sheet selected for the PFS consists of crushing, grinding, gravity and flotation to produce a 13% copper concentrate with gold and silver credits and no significant deleterious elements. A marketing study commissioned by the Company has demonstrated the saleability of this concentrate.

Approximately 40% of tailings will be used as paste backfill with the balance disposed of in a tailings storage area through dry stacking. Total recoveries into the final concentrates, based on existing metallurgical test work, are expected to be approximately 78.1% for gold and 94.6% for copper, and 58.6% for silver.

Infrastructure

Off-site infrastructure for Romero is planned to include a 23.5 km main access road connecting the site to the local, paved road network. In addition, a 24.5 km -- 69 kV Transmission Line will connect the site to the national power grid.

Page 15 of 29

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

Concentrate storage and handling would occur at the port of Puerto Viejo, which will host a storage shed for 15,000 tonnes of concentrate and a ship-loading conveyor system.

On site infrastructure includes;

2.8 km haul road between the portal and the process plant site;
Step-down transmission substation for incoming high voltage power from the national grid;
Fit-for-purpose ancillary facilities, including administration and offices, maintenance and warehousing, mine dry, assay laboratory;
Temporary Waste Rock Storage Area for 225,000 m3 of waste; and
Water storage pond, sedimentation ponds, dry stack and waste rock storage run-off collection ponds, and emergency pond for excess water.

Capital Costs

The pre-production capital cost for the project is estimated to be $158.6 million including indirect costs and contingency. Life of Mine ("LOM") sustaining capital is estimated at $92.3 million. Total LOM capital required for the project is approximately $250.9 million.

Life of mine sustaining capital costs are estimated at $81.7 million (excluding contingency) including the closure costs of $15.5 million. Sustaining capital consists of capitalized development after the initial production start-up and major equipment rebuilds.

Table 4: Capital Cost Summary

*Table 4: Capital Cost Summary*

Capital Costs	Pre-Production	Sustaining/	Total ($M)
	($M)	Closure ($M)

Underground Mining	15.7	57.4	73.1
Site Development and Roadworks	13.5	4.0	17.5
Process Facilities	32.4	5.2	37.6
On-Site Infrastructure	8.8	4.1	13.0
Off-Site Infrastructure	21.5	0.0	21.5
Indirect Costs	11.8	0.0	11.8
EPCM	23.2	0.0	23.2
Owner's Costs	10.2	0.0	10.2
Closure	0.0	15.5	15.5
Salvage	0.0	-4.5	-4.5
Subtotal Capital Costs	137.3	81.7	219.0
Contingency 15%	21.3	10.6	32.0
Total Capital Costs	158.6	92.3	250.9

Operating Costs

The operating costs used in the PFS were estimated from first principles using in-country unit rates for labour, consumables and power where possible. The LOM All-In Sustaining costs are estimated to be $595 per ounce of gold (payable net of by-product credits from copper and silver).

LOM site operating costs total $45.97/t processed, as summarized below.

These cost estimates assume an electricity rate of 0.12/kWh and a diesel cost of $0.66/L.

Page 16 of 29

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

Table 5: Operating Cost Summary -- per ounce and per tonne basis:


Operating Cost	$/t Processed	LOM $M

Mining	27.67	194.5
Processing	11.58	81.4
Re-Handle	1.28	9.0
General & Administrative	5.44	38.3
Total OPEX	45.97	323.2

Financial Analysis

The summary below, showing a range of commodity prices, holds the above-noted electricity rate and diesel cost constant. The NPV figures are calculated to the beginning of 2018 when, assuming the receipt of necessary permits and approvals within expected timelines, construction would begin. For purposes of the calculations, any 2016 and 2017 development expenditures are treated as undiscounted costs.

Pre-Tax
Net Present Value (NPV) discounted at 5% is $317.2 M;
Internal Rate of Return is (IRR) is 38.6%.
Post-Tax
Net Present Value (NPV) discounted at 5% is $202.7 M;
Internal Rate of Return is (IRR) is 28.1%; and
Payback of 2.5 years.

Taxes modelled include a corporate tax rate of 27%, with Export Withholding Tax credited against gross corporate tax to generate net corporate tax. The Export Withholding Tax is applied at 5% on the Net Smelter Revenue, while a local community tax is applied 5% on taxable income. The net impact is an effective tax rate of approximately 32%.

Table 6: Gold-Copper Price Sensitivity Table

Gold US$ per ounce	$1200	$1300	$1400
Copper US$ per pound	$2.00	$2.50	$3.00
Silver US$ per ounce	$15.00	$20.00	$25.00
NPV @ 5%	$136.4 M	$202.7 M	$266.1 M
-- After-tax USD
IRR	21.9%	28.2%	33.7%
-- After-tax

Community and Environment

The PFS incorporates several important design features that minimize the impact to the surrounding environment:

The use of cyanide is not included in the design. A flotation concentrate product will be shipped from the Puerto Viejo port or the Barahona port to international smelters;
100% of any acid generating waste rock from the underground mine will be returned back underground as backfill to eliminate the potential for acid rock drainage;
The project is designed to capture run-off water to supply the mine, thus avoiding any water extraction from the San Juan river;
Some tailings will be returned underground. The remaining tailings from the process plant will be filtered, dried and placed in a dry stack storage facility. No tailings ponds or dam structures will be required;

Page 17 of 29

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

Power will be supplied by a line connection to the domestic power grid;
Ventilation fans will be located underground to reduce noise; and
No relocation of the Hondo Valle village is envisaged, or any settlements.

Los Hoyitos Property (formerly Loma Oculta/Las Animas)

On January 5, 2017, the Company was re-granted the concession which contains the Las Animas Mineral Resources. On August 20, 2012, the Company filed a NI 43-101 technical report (the “Las Animas Report”) and mineral resource estimate for Las Animas Project, Province of La Vega, Dominican prepared by Jonathan Steedman, MAusIMM (CP) and Richard M. Gowans, P.Eng of Micon, each a Qualified Person under NI 43-101.

An economic cut-off grade of 1.0 g/t gold or 1.5% copper was used to define the Las Animas Mineral Resources. Indicated Mineral Resources are estimated at 1.01 Mt at 2.81 g/t gold and 2.4% copper and Inferred Mineral Resources at 0.44 Mt at 1.68 g/t gold and 2.56% copper.

The mineral resource estimate for Las Animas is summarized as follows:

Indicated
Type	Tonnes	Au	Ag	Cu	Zn
	(kt)	(g/t)	(g/t)	(%)	(%)
Sulphide	922	2.64	48.16	2.66	2.86
Oxide	89	4.28	61.95	0.15	0.04
Total	1,011	2.81	49.58	2.4	2.57
	Contained Metal
		Au	Ag	Cu	Zn
		(000’s oz)	(000’s oz)	(000’s lbs)	(000’s lbs)
Total		91	1,605	54,289	58,180
Inferred
Sulphide	431	1.66	35.99	2.6	4.76
Oxide	8	2.49	80.98	0.35	0.22
Total	439	1.68	36.907	2.558	4.67
	Contained Metal
		Au	Ag	Cu	Zn
		(000’s oz)	(000’s oz)	(000’s lbs)	(000’s lbs)
Total		24	518	24,790	45,272

Notes:

Resource estimate is based on:
Drill core assays from GoldQuest’s 2011 drill hole database.
Average specific gravity in sulphide resources is 4.76 g/cc based upon the average of 28 core measurements by the displacement method. Average specific gravity for oxide resources is assumed to be 4.00 g/cc.
A geological model with a cut-off grade of 0.5 g/t Au or 0.5% Cu and a minimum thickness of two metres.
Block model with regular-shaped blocks measuring (X) 10 metres by (Y) 2metres by (Z) 10 metres and sub blocks measuring (X) 2.5 metres by (Y) 2 metres by (Z) 2.5 metres estimated with Inverse Distance Cubed (ID3) method
Micon considers a cut-off of 1.0 g/t Au or 1.5% Cu to be reasonable with potential for economic extraction in a small underground operation.
The resource estimate has been classified as Indicated and Inferred based upon the following criteria:
Resource blocks estimated with at least two drill intersection within a 60 metre radius, based on at least five assays were assigned to the Indicated category
All remaining resource blocks within the geological model were assigned to the Inferred category.

Page 18 of 29

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

There has been insufficient exploration to define the inferred resources as an indicated or measured mineral resource. It is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category.
Effective date of the resource estimate is 31 July 2011.

The mineral resources estimated by Micon at Las Animas occur in the El Yujo massive sulphide deposit. The mineral resource was geologically modeled with a cut-off grade of 0.5 g/t gold or 0.5% copper and minimum thickness of two metres. The resultant model is a single vertical to steeply dipping body with a strike length of 130 metres, true average width of 6.3 metres (2.0 to 28.0 metres), and a depth of 350 metres. The oxide zone is 40 to 65 metres thick and has higher gold and silver grades, but low grade copper and zinc. According to the Las Animas Report, the resources occur in such a spatial distribution that would render them amenable to extraction using conventional, underground mining methods with a possible small open pit in the oxide zone.

The Company continues to review data and information to identify new targets that may warrant drilling in the vicinity of the known massive sulphide mineralization that remains open at depth, and to better define the regional trend of the mineralized horizon. Future drilling would be planned to expand the resources and provide fresh samples for updated metallurgical recovery work.

CHANGE IN MANAGEMENT

On January 14, 2019, the Company announced the appointment of Dave Massola as Chief Executive Officer of the Company, effective January 15, 2019.
On January 14, 2019, Bill Fisher stepped down as Chief Executive Officer of the Company. Bill Fisher will be continuing as non-executive Chairman of the Company.

SELECTED INFORMATION

SELECTED INFORMATION
		For the year ended
	December 31, 2019	December 31, 2018	December 31, 2017
	$	$	$
Operating expenses	2,242,196	5,162,192	10,639,329
Interest and miscellaneous income	268,557	257,539	194,357
Net loss for the period	(1,954,295)	(6,151,652)	(10,444,972)
Comprehensive loss for the period	(1,921,295)	(6,147,152)	(10,480,972)
Basic and diluted loss per share:
- net loss	(0.01)	(0.02)	(0.04)

As at	December 31, 2019	December 31, 2018 December 31, 2017
	$	$ $
Working capital	16,563,876	18,127,993 21,671,808
Total assets	17,132,830	18,792,534 23,618,636
Total liabilities	467,564	557,147 558,633
Share capital	72,887,913	72,887,913 72,200,197
Deficit	75,556,857	73,602,562 67,450,910

Page 19 of 29

MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

GoldQuest Mining Corp.

RESULT OF OPERATIONS

RESULT OF OPERATIONS
		Three months ended
	December 31, 2019	September 30, 2019	June 30, 2019	March 31, 2019
	$	$	$	$
Interest income	63,495	67,804	68,790	68,468
Net loss	(608,977)	(363,619)	(379,986)	(601,713)
Comprehensive loss	(586,477)	(348,619)	(387,486)	(598,713)
Basic and diluted lossper share	(0.01)	(0.00)	(0.00)	(0.00)
		Three months ended
	December 31, 2018	September 30, 2018	June 30, 2018	March 31, 2018
	$	$	$	$
Interest income	68,586	61,562	63,472	63,919
Net loss	(2,219,936)	(982,272)	(1,242,370)	(1,707,074)
Comprehensive loss	(2,200,436)	(983,772)	(1,248,370)	(1,714,574)
Basic and diluted lossper share	(0.01)	(0.00)	(0.00)	(0.01)

Three Months Ended December 31, 2019 compared with the Three Months Ended December, 2018

The Company incurred a net loss of $608,977 for the three months ended December 31, 2019, representing a decrease of $1,610,959 when compared with $2,219,936 for the three months ended December 31, 2018. The decrease in net loss during the three months ended December 31, 2019 was primarily the result of the cessation of all evaluation and exploration activities in the Dominican Republic during the current quarter, a reduction in cash and non-cash compensation (including directors' fees and management remuneration and salaries and wages) that was partially offset by the increase in foreign exchange loss and professional fees.

Evaluation and exploration costs decreased by $67,276 to $36,416 for the three months ended December 31, 2019, from $103,692 for the three months ended December 31, 2018. The decrease in evaluation and exploration costs is primarily the result of the decrease in field expenses of $54,964 and social responsibility expenses of $12,859. The decrease in evaluation and exploration costs is primarily due to the delay in receiving Presidential endorsement of the Exploitation License for the Company’s Romero Project, the Company reduced the exploration activities in order to preserve cash.

Directors' fees and management remuneration decreased by $247,466 to $143,000 during the three months ended December 31, 2019, from $390,466 for the three months ended December 31, 2018. The decrease is mainly due to resignation of the Company’s former CEO.

Salaries and wages decreased by $391,461 to $42,668 during the three months December 31, 2019, from $434,129 for the three months ended December 31, 2018. The decrease is primarily the result of the significant reduction of the number of staff in Dominican Republic to a minimum due to the delay in receiving Presidential endorsement of the Exploitation License for the Company’s Romero Project.

Foreign exchange loss was $69,001 for the three months ended December 31, 2019 compared to a foreign exchange gain of $5,082 for the three months ended December 31, 2018. The foreign exchange loss was primarily a result of the retranslation of the Company’s monetary assets and liabilities which is denominated in foreign currencies (US dollars and DOP) into Canadian dollars.

Page 20 of 29

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

Professional fees increased by $180,559 to $255,566 during the three months ended December 31, 2019, from $75,007 for the three months ended December 31, 2018. The increase is mainly due to professional fees for work done to prepare a research report in an effort to re-engage with the Dominican Republic to receive the Mining Concession.

Year Ended December 31, 2019 compared with the Year Ended December 31, 2018

The Company incurred a net loss of $1,954,295 for the year ended December 31, 2019, representing a decrease of $4,197,357 when compared with $6,151,652 for the year ended December 31, 2018. The decrease in net loss during the year ended December 31, 2019 was primarily the result of the cessation of all evaluation and exploration activities in the Dominican Republic during the current year, a reduction in cash and non-cash compensation (including share-based payments, directors' fees and management remuneration, salaries and wages and investor relations and promotion) that was partially offset by the increase in foreign exchange loss, professional fees, project evaluation costs and travel.

Evaluation and exploration costs decreased by $1,474,041 to $129,731 for the year ended December 31, 2019, from $1,603,772 for the year ended December 31, 2018. The decrease in evaluation and exploration costs is primarily the result of the decrease in field expenses of $610,071, social responsibility expenses of $367,244, drilling expenditures of $203,388, geological expenses of $137,065, and technical studies of $91,914. The decrease in evaluation and exploration costs is primarily due to decrease in drilling activities during the year ended December 31, 2019 compared to the year ended December 31, 2018. During the year ended December 31, 2018, 1,213 meters were drilled compared to no drilling activities during the year ended December 31, 2019. In addition, due to the delay in receiving Presidential endorsement of the Exploitation License for the Company’s Romero Project, the Company reduced the exploration activities in order to preserve cash.

Directors' fees and management remuneration decreased by $665,525 to $397,616 during the year ended December 31, 2019, from $1,063,141 for the year ended December 31, 2018. The decrease is mainly due to resignation of the Company’s former CEO.

Share-based payments were $351,174 for the year ended December 31, 2019 compared to $807,536 for the year ended December 31, 2018. This decrease in share-based payments resulted from a decrease in the number of options vesting and a corresponding decrease in recognition of expense during the period.

Salaries and wages decreased by $653,655 to $160,108 during the year ended December 31, 2019, from $813,763 for the year ended December 31, 2018. The decrease is primarily the result of the significant reduction of the number of staff in Dominican Republic to a minimum due to the delay in receiving Presidential endorsement of the Exploitation License for the Company’s Romero Project.

Investor relations and promotion decreased by $109,298 to $48,039 during the year ended December 31, 2019, from $157,337 for the year ended December 31, 2018. The decrease is primarily the result of reduced travel and attendance to conferences and seminars.

Foreign exchange loss was $119,053 for the year ended December 31, 2019 compared to a foreign exchange gain of $36,052 for the year ended December 31, 2018. The foreign exchange loss was primarily a result of the retranslation of the Company’s monetary assets and liabilities which is denominated in foreign currencies (US dollars and DOP) into Canadian dollars.

Professional fees increased by $137,716 to $557,038 for the year ended December 31, 2019, from $419,322 for the year ended December 31, 2018. The increase is mainly due to professional fees for work done to prepare a research report on key stakeholders in the Company’s area of operations in an effort to re-engage with the Dominican government as well as an increase in legal fees related to various corporate matters.

Page 21 of 29

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

Project evaluation costs was $68,986 for the year ended December 31, 2019 compared to $nil for the year ended December 31, 2018. Due to the licensing delays discussed above, the Company is actively evaluating other mining projects. The increase was mainly related to technical services performed while investigating various opportunities identified by the Company and its advisors.

Travel increased by $62,951 to $107,507 for the year ended December 31, 2019, from $44,556 for the year ended December 31, 2018. The increase in travel is related to re-engagement with the Dominican Republic in an attempt to receive the Mining Concession in the Dominican Republic.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2019, the Company had working capital of $16,563,876 (December 31, 2018 – $18,127,993) including cash and cash equivalents of $16,848,910 (December 31, 2018 – $18,495,590).

The Company expects to obtain financing in the future primarily through further equity financings. At present, the Company has no operations that generate cash flow and its financial success is dependent on management’s ability to discover economically viable mineral deposits, arrange required funding through future equity issuances, asset sales or a combination thereof. The mineral exploration process can take many years and is subject to factors that are beyond the Company’s control. The Company relies on equity financings and the exercise of options and warrants to fund its exploration activities and its corporate and overhead expenses. Many factors influence the Company’s ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the Company’s track record, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration activities.

The Company’s operations to date have been financed by issuing common shares. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing to meet its obligations as they come due. If the Company was to become unable to continue as a going concern, then significant adjustments would be required to the carrying value of assets and liabilities, and to the balance sheet classifications currently used.

There is no guarantee that the Company will be able to secure additional financings in the future at terms that are favorable. To date, the Company has not used debt or other means of financing to further its exploration programs, and the Company has no plans to use debt financing at the present time. Based on the current working capital as of the date of this MD&A, it is expected that the current cash position will be sufficient to fund the Company’s needs for at least next twelve months.

Due to the delay in receiving Presidential endorsement of the Exploitation License for the Company’s Romero Project, the Company is taking steps towards a cash conservation policy as discussed above.

OUTSTANDING SHARE DATA

At December 31, 2019 and 2018, the Company had 257,067,384 common shares issued and outstanding.

During the year ended December 31, 2019:

On January 21, 2019, the Company granted 4,750,000 options with an exercise price of $0.15 to the directors and officers of the Company. The options are exercisable for a period of five years. One-third vest on date of grant and one-third will vest every six months thereafter.

Page 22 of 29

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

On March 11, 2019, the Company granted 500,000 options with an exercise price of $0.15 to an officer of the Company. The options are exercisable for a period of five years. One-third vest on date of grant and one-third will vest every six months thereafter.
969,171 options expired unexercised.
10,820,363 warrants expired unexercised.

As at the date of this MD&A, the Company had the following common shares, options and warrants issued and outstanding:

257,067,384 common shares;
18,962,000 stock options with exercise prices ranging from $0.13 to $0.60 per share.

Subsequent to December 31, 2019, 1,364,000 options with an expiry date of January 20, 2020 expired, unexercised.

COMMITMENTS

The Company is a party to certain management contracts. These contracts contain clauses requiring that approximately $576,000 be paid to certain management personnel upon a change of control of the Company. As the likelihood of these events taking place is not determinable, the contingent payments have not been reflected in the consolidated financial statements for the year ended December 31, 2019.

CONTINGENCIES

The Company’s exploration activities are subject to various federal, provincial and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

The Company is, from time to time, involved in various claims, legal proceedings and complaints arising in the ordinary course of business. The Company does not believe that adverse decisions in any pending or threatened proceedings related to any matter, or any amount which it may be required to pay damages in any form by reason thereof, will have a material effect on the financial condition or future results of operations of the Company.

FINANCIAL INSTRUMENTS

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and manner in which the Company manages these risks varies based upon management’s assessment of the risk and available alternatives for mitigating risk. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support the Company’s operations. These financial risks and the Company’s exposure to these risks are provided in various tables in note 15 of our unaudited interim consolidated financial statements for the year ended December 31, 2019 and note 15 of our audited consolidated financial statements for the year ended

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

December 31, 2019. For a discussion on the significant assumptions made in determining the fair value of financial instruments, refer also to note 2 of the consolidated financial statements for the year ended December 31, 2019.

RELATED PARTIES

Total compensation of key company personnel for the years ended December 31, 2019 and 2018 is as follows:

	For theyear ended	For theyear ended
	December 31, 2019	December 31, 2018
	$	$
Directors' fees	120,000	184,000
Management remuneration	277,616	879,141
Salaries and wages	61,233	131,067
Share-based compensation	348,598	679,641
	807,447	1,873,849

During the year ended December 31, 2019, the Company paid professional fees of $84,487 (2018 – $143,538) to Quantum Advisory Partners LLP, a partnership in which the CFO is an incorporated partner, for professional services including accounting, corporate secretarial, transaction support and tax compliance.

The balances due to the Company’s directors and officer included in accounts payables and accrued liabilities were $118,312 as at December 31, 2019 (2018 – $340,783), which were paid subsequent to December 31, 2019. These amounts are unsecured, non-interest bearing and payable on demand.

Conflicts of Interest

GoldQuest’s directors and officers may serve as directors or officers, or may be associated with, other reporting companies, or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which GoldQuest may participate, the directors and officers of GoldQuest may have a conflict of interest in negotiating and concluding on terms with respect to the transaction. If a conflict of interest arises, GoldQuest will follow the provisions of the Business Corporations Act (BC) (“Corporations Act”) dealing with conflict of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of GoldQuest’s directors, disclose his or her interest and refrain from voting on the matter unless otherwise permitted by the Corporations Act. In accordance with the laws of the Province of British Columbia, the directors and officers of GoldQuest are required to act honestly, in good faith, and in the best interest of GoldQuest.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements requires management to use judgment and make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amount of expenses during the period. Actual results could materially differ from these estimates. Refer to note 2 of our annual audited consolidated financial statements for the year ended December 31, 2019 for a more detailed discussion of the critical accounting estimates and judgments.

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

ADOPTION OF NEW AND AMENDED IFRS PRONOUNCEMENTS

Adoption of new and amended accounting standards

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for future accounting periods. The following have not yet been adopted by the Company:

IFRS 16 – Leases: New standard to establish principles for recognition, measurement, presentation and disclosure of leases with an impact on lessee accounting, effective for annual periods beginning on or after January 1, 2019. Under IFRS 16, as a lessee, the Company is required to recognize all leases in the statement of financial position as a “rightof-use” asset and a lease liability unless the lease term is 12 months or less or the underlying asset has a very low value. The asset is subsequently accounted for in accordance with the cost or revaluation model in IAS 16 Property, Plant and Equipment or as Investment Property under IAS 40 Investment Property. The liability is unwound over the term of the lease giving rise to an interest expense. The Company completed an assessment and concluded that there is no material impact on the consolidated financial statements from the adoption of this standard.
IFRIC 23 – Uncertainty over Income Tax Treatments: This standard was issued by the IASB in June 2017 and specifies the interpretation to be applied to the determination of taxable profit, tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under IAS 12. IFRIC 23 is effective for annual periods beginning on or after January 1, 2019 with early adoption permitted. The adoption of this standard did not have an impact on the consolidated financial statements.

OFF-BALANCE SHEET FINANCING ARRANGEMENTS

As of December 31, 2019 and the date of this MD&A, the Company did not have any off-balance sheet financing arrangements.

PROPOSED TRANSACTIONS

No transactions are proposed.

RISKS AND UNCERTAINTIES

The Company is in the business of acquiring and exploring gold and base metal properties. It is exposed to a number of risks and uncertainties that are common to other mineral exploration companies in the same business. The industry is capital intensive at all stages and is subjected to variations in commodity prices, market sentiment, exchange rates for currency, inflations and other risks. The Company currently has no source of revenue other than interest income. The Company will rely mainly on equity financing to fund exploration activities on its mineral properties.

The risks and uncertainties described in this section are considered by management to be the most important in the context of the Company’s business. The risks and uncertainties below are not inclusive of all the risks and uncertainties the Company may be subject to and other risks may apply.

Permits and Licenses

The operations of the Company may require licenses and permits from various governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects.

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

Operations in Foreign Countries and Regulatory Requirements

The Company’s principal properties are located in the Dominican Republic and mineral exploration and mining activities may be affected in varying degrees by changes in political, social and financial stability, inflation and changes in government regulations relating to the mining industry. Any changes in regulations or shifts in political, social or financial conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental legislation and opposition to mining from environmental or other non-governmental organizations. The Dominican Republic’s status as a developing country may make it more difficult for the Company to obtain any financing required for the exploration and development of its properties due to real or perceived increased investment risk.

Going Concern

The Company’s capability to continue as a going concern is dependent upon its ability to obtain additional debt or equity financing to meet its obligations as they come due. If the Company was to become unable to continue as a going concern, then significant adjustments would be required to the carrying value of assets and liabilities, and to the balance sheet classifications currently used.

GoldQuest has no history of profitable operations and its present business is at an early stage. As such, the Company is subject to many risks common to other companies in the same business, including under-capitalization, cash shortages, and limitations with respect to personnel, financial and other resources and the lack of revenues.

The Company plans to obtain financing in the future primarily through further equity financing, as well as through joint venturing and/or optioning with respect to the Company’s properties with qualified mineral exploration companies. There can be no assurance that the Company will succeed in obtaining additional financing, now or in the future. Failure to raise additional financing on a timely basis could cause the Company to suspend its operation and eventually to forfeit or sell its interest in its mineral properties.

Management has a strict cost control program to effectively control expenditures. As a result of these cost control measures, it is expected that the current cash position will be sufficient to fund the Company’s needs for the next twelve months. At the appropriate time, management will begin to review several funding options including equity financing and seeking joint venture partners to further its mineral property interests. While the Company has been successful in raising funds in the past, there are no assurances that additional funding and/or suitable joint venture agreements will be obtained.

Exploration and Mining Risks

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At present, the Company’s properties have no known body of commercial ore. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explorations, cave-ins, landslides and the inability to obtain suitable adequate machinery, equipment or labor are other risks involved in the operation of mines and the conduct of exploration programs. The Company has relied on and may continue to rely upon consultants and others for exploration and development expertise. Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineral deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing gold, copper and other mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. The

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

Company has no producing mines at this time. All of the properties in which the Company may earn an interest are at the exploration stage only. Most exploration projects do not result in the discovery of commercially mineable deposits of ore.

Development Risks

The marketability of any minerals which may be acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection.

Loss of Interest in and Value of Properties

The Company's ability to maintain its interests in its mineral properties and to fund ongoing exploration costs will be entirely dependent on its ability to raise additional funds by equity financings. If the Company is unable to raise such funds it may suffer dilution or loss of its interest in its mineral properties. The amounts attributed to the Company's interests in mineral properties in its financial statements represent acquisition and exploration costs, and should not be taken to reflect realizable value.

Financing Risks

The Company has no history of earnings and no source of operating cash flow and, due to the nature of its business, there can be no assurance that the Company will be profitable. The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. The only present source of funds available to the Company is through the sale of its equity shares. Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially mineable deposit exists. While the Company may generate additional working capital through further equity offerings or through the sale or possible syndication of its property, there is no assurance that any such funds will be available. If available, future equity financings may result in substantial dilution to purchasers under the Offering. At present, it is impossible to determine what amounts of additional funds, if any, may be required.

Metal Prices

The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of ore are discovered, a profitable market may exist for the sale of minerals produced by the Company. Factors beyond the control of the Company may affect the marketability of any substances discovered. Mineral prices, in particular gold prices, have fluctuated widely in recent years. The marketability of minerals is also affected by numerous other factors beyond the control of the Company. These other factors include government regulations relating to price, royalties, allowable production and importing and exporting of minerals.

Uninsurable Risks

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Environmental and Other Regulatory Requirements

Existing and possible future environmental legislation, regulations and actions could cause significant expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted and which may well be beyond the capacity of the Company to fund. The Company's right to exploit the mining properties is subject to various reporting requirements and to obtaining certain government approvals and there is no assurance that such

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

approvals, including environmental approvals, will be obtained without inordinate delay or at all. GoldQuest believes that it is in compliance with all environmental regulations in the Dominican Republic and has made no provision for environmental remediation costs as such costs are believed to be immaterial.

No Assurance of Titles, Boundaries or Surface Rights

The Company has investigated rights of ownership of all of the mineral properties in which it has an interest and, to the best of its knowledge, all agreements relating to such ownership rights are in good standing. However, all properties may be subject to prior claims or agreement transfers, and rights of ownership may be affected by undetected defects. While to the best of the Company's knowledge, title to all properties in which it has the right to acquire an interest is in good standing, this should not be construed as a guarantee of title. Other parties may dispute title to the mining properties in which the Company has the right to acquire an interest. The properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects or the statutes referred to above.

Reliance on Key Personnel

The nature of the business of the Company, the ability of the Company to continue its exploration and other activities and to thereby develop a competitive edge in the marketplace depends, in a large part, on the ability of the Company to attract and maintain qualified key management personnel. Competition for such personnel is intense, and there can be no assurance that the Company will be able to attract and retain such personnel. The development of the Company now and in the future, will depend on the efforts of key management figures, the loss of whom could have a material adverse effect on the Company. The Company does not currently maintain key-man life insurance on any of the key management employees.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

Additional disclosure concerning GoldQuest’s exploration and evaluation assets and costs is provided in the Company’s annual consolidated financial statements for the year ended December 31, 2019 (note 7 and 8) which are available on GoldQuest’s website at www.goldquestcorp.com or on SEDAR at www.sedar.com.

FORWARD- LOOKING INFORMATION

Statements contained in this MD&A that are not historical facts are forward-looking information that involves known and unknown risks and uncertainties. Forward-looking statements in this MD&A include, but are not limited to, statements with respect to the PFS results, the proposed underground mine, the discovery of new mineral resources, mineral resource estimates, the merits of the Company's mineral properties, future studies, and the Company's plans and exploration programs for its mineral properties, including the timing of such plans and programs. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "has proven", "expects" or "does not expect", "is expected", "potential", "goal", "proposed", "appears", "budget", "scheduled", "estimates", "forecasts", "at least", "intends", "hope", "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 uncertainties inherent in the preparation of the PFS and in the estimation of mineral reserves and 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;

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2019 (Expressed in Canadian Dollars)

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 MD&A and are subject to change after such date 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 the results and expectations regarding the PFS parameters and inputs, 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 for development of its projects in the Dominican Republic and that there will be no significant disruptions affecting the Company or its properties.

Page 29 of 29

AI assistant

GoldQuest Mining Corp. — Management Reports 2020

42490_rns_2020-04-28_0e067fa0-e257-489f-bdc6-505d7094f6ea.PDF

GOLDQUEST MINING CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Contents

INTRODUCTION

NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF INDICATED AND INFERRED RESOURCES

OVERVIEW

COVID-19

BUSINESS STRATEGY

EVALUATION AND EXPLORATION ASSETS

Tireo Property

Figure 1. GoldQuest Tireo Property Concession Location Map

Drilling

GoldQuest Mining Corp.

GoldQuest Mining Corp.

GoldQuest Mining Corp.

GoldQuest Mining Corp.

Geophysical Survey

Metallurgy and Economic Evaluations

Pre-Feasibility Study

PFS Highlights

Mineral resources

Mineral Reserves

Mining

Processing

Infrastructure

Capital Costs

Operating Costs

Financial Analysis

Community and Environment

Los Hoyitos Property (formerly Loma Oculta/Las Animas)

CHANGE IN MANAGEMENT

SELECTED INFORMATION

GoldQuest Mining Corp.

RESULT OF OPERATIONS

Three Months Ended December 31, 2019 compared with the Three Months Ended December, 2018

Year Ended December 31, 2019 compared with the Year Ended December 31, 2018

LIQUIDITY AND CAPITAL RESOURCES

OUTSTANDING SHARE DATA

During the year ended December 31, 2019:

COMMITMENTS

CONTINGENCIES

FINANCIAL INSTRUMENTS

RELATED PARTIES

Conflicts of Interest

CRITICAL ACCOUNTING ESTIMATES

ADOPTION OF NEW AND AMENDED IFRS PRONOUNCEMENTS

Adoption of new and amended accounting standards

OFF-BALANCE SHEET FINANCING ARRANGEMENTS

PROPOSED TRANSACTIONS

RISKS AND UNCERTAINTIES

Permits and Licenses

Operations in Foreign Countries and Regulatory Requirements

Going Concern

Exploration and Mining Risks

Development Risks

Loss of Interest in and Value of Properties

Financing Risks

Metal Prices

Uninsurable Risks

Environmental and Other Regulatory Requirements

No Assurance of Titles, Boundaries or Surface Rights

Reliance on Key Personnel

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

FORWARD- LOOKING INFORMATION

More from GoldQuest Mining Corp.

GoldQuest Mining Corp. Management Reports 2020