GoldQuest Mining Corp. — Management Reports 2022

Apr 29, 2022

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GOLDQUEST MINING CORP.

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2021

Table of Contents

INTRODUCTION ............................................................................................................................... 3 NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF INDICATED AND INFERRED RESOURCES 3 OVERVIEW ....................................................................................................................................... 3 BUSINESS STRATEGY ....................................................................................................................... 4 2021 HIGHLIGHTS ........................................................................................................................... 4 COVID-19 ......................................................................................................................................... 4 EVALUATION AND EXPLORATION ASSETS ...................................................................................... 5 SELECTED INFORMATION.............................................................................................................. 20 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 .................................................. 24 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

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) of GoldQuest Mining Corp. and its subsidiaries (“GoldQuest” or the “Company”) provides an analysis of GoldQuest’s results of operations and financial condition for the year ended December 31, 2021. This MD&A supplements the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2021, 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, 2021, prepared in accordance with IFRS and the related MD&A.

This MD&A is prepared as of April 29, 2022. 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), Jenigbre-II (Jenigbre), Valentin-II, Loma Los Comios (actual Loma Los Limones), Loma Cachimbo-II (Loma Viejo Pedro), Los Gajitos and Los Lechones (together actual Alto de Los Chivos), Descansadero (actual Gajo La Guama), Tocon de Pino, Las Tres Veredas (actual Palo de La rosa), Piedra Dura, Tachuela Fase-II (formerly La Fortuna), La Guinea, Toribio (actual Arroyo La Vaca) concessions (collectively referred to as the “Tireo Property”).

• Jarabacoa District , including Monte Verraco (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 Monte Verraco 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, 2021 (Expressed in Canadian Dollars)

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 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, the people of the Dominican Republic elected Mr. Luis Abinader as President who assumed power on August 16, 2020. The Company has been working with various government Ministers in an effort to advance the Romero gold/copper Project as well as the exploration concessions. The Company maintains open dialog with the administration and continues all efforts to obtain the Romero exploitation permit.

On January 14, 2021, the Minister of Energy and Mines, Mr. Antonio Almonte, announced that a visit is planned to the city of San Juan to speak about the Romero gold/copper Project with community members. The Minister also stated that a report will be written to the President of the Dominican Republic to assist in making a decision on the Project.

On June 15, 2021, the Mining Advisor to the Executive Branch made positive comments about the Romero Project. The Mining advisor stated that the Romero Project has the ideal conditions to carry out a model mine in the Dominican Republic and the world.

2021 HIGHLIGHTS

• On January 22, 2021, the Company granted 3,525,000 incentive stock options to directors, officers and employees of the Company, at an exercise price of $0.36 per common share. The options are exercisable for a five-year period from the date of grant. One-third will vest on the date of grant and one-third will vest every six months thereafter.

• On December 17, 2021, the Company granted 5,495,000 incentive stock options to directors, officers and employees of the Company, at an exercise price of $0.15 per common share. The options are exercisable for a five-year period from the date of grant. One-third will vest on the date of grant and one-third will vest every six months thereafter.

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.

The Company could be adversely impacted by the effects of the coronavirus. The extent to which the coronavirus impacts the Company, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

the actions taken to contain or treat the coronavirus outbreak. The continued spread of the coronavirus globally could materially and adversely impact the Company’s operations including, workforce productivity, increased insurance premiums, limitations on travel, the availability of industry experts and personnel, and restrictions to its drill programs, exploration and other metallurgical testing. 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.

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.

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.

On June 26, 2019, the Ministry of Energy and Mines of the Dominican Republic (“MEM”) granted a new Exploration License to the Company. The Piedra Dura Exploration License located north of the Romero Project.

As of December 31, 2021, the Company has not received the Exploitation Permit nor clarification from the Dominican Republic’s government on any timeframe for receipt of the Exploitation Permit.

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

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
11 Arroyo La Vaca
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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, 2019, 2020 and 2021.

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

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

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.

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
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

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GoldQuest Mining Corp.

MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

	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
TIR-17-26	no significant	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

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GoldQuest Mining Corp.

MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

TIR-17-29	no significant	results	results	results	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
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

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GoldQuest Mining Corp.

MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

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
	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

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GoldQuest Mining Corp.

MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

	93.70	103.50	9.80	9.80	3.00	3.00	0.02	0.02	7.40	7.40	0.22	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
	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

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GoldQuest Mining Corp.

MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

	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 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.

Page 12 of 28

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

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.

==> picture [354 x 266] intentionally omitted <==

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.

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

• 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

• 980,000 ounces of silver

• 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

• • 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

Page 14 of 28

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

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

1. Effective data for the Mineral Resource is September 27, 2016.

2. 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.

3. 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.

4. 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.

5. Columns may not calculate precisely due to rounding errors.

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	Au Eq(1)
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

1. Gold equivalent metal prices $1,300/oz Au, $20.00/oz Ag and $2.50/lb Cu

2. 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%

Page 15 of 28

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

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. 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.

Page 16 of 28

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

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.

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.

Page 17 of 28

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

• 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

• o 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;

• 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.

Page 18 of 28

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

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:

1. Resource estimate is based on:

2. Drill core assays from GoldQuest’s 2011 drill hole database.

3. 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.

4. 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.

5. 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

6. 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.

7. The resource estimate has been classified as Indicated and Inferred based upon the following criteria:

8. 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

9. All remaining resource blocks within the geological model were assigned to the Inferred category.

10. 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.

11. 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.

Page 19 of 28

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

SELECTED INFORMATION

SELECTED INFORMATION
		For theyear ended
	December 31, 2021	December 31, 2020	December 31, 2019
	$	$	$
Operating expenses	2,449,199	1,728,585	2,242,196
Interest and miscellaneous income	53,678	112,097	268,557
Net loss for the period	(2,395,521)	(1,616,488)	(1,954,295)
Comprehensive loss for the period	(2,436,021)	(1,610,488)	(1,921,295)
Basic and diluted loss per share:
- net loss	(0.01)	(0.01)	(0.01)
As at	December 31, 2021	December 31, 2020	December 31, 2019
	$	$	$
Working capital	14,026,222	15,437,125	16,563,876
Total assets	14,271,587	15,890,944	17,132,830
Total liabilities	155,718	292,073	467,564
Share capital	73,461,074	73,461,074	72,887,913
Deficit	79,568,866	77,173,345	75,556,857

RESULT OF OPERATIONS

RESULT OF OPERATIONS
		Three months ended
	December 31, 2021	September 30, 2021	June 30, 2021	March 31, 2021
	$	$	$	$
Interest income	12,796	12,468	12,976	15,438
Net loss	(620,122)	(399,655)	(616,437)	(759,307)
Comprehensive loss	(614,122	(405,655)	(635,937)	(780,307)
Basic and diluted lossper share	(0.00)	(0.00)	(0.00)	(0.01)
		Three months ended
	December 31, 2020	September 30, 2020	June 30, 2020	March 31, 2020
	$	$	$	$
Interest income	17,369	19,057	21,953	53,718
Net loss	(637,058)	(360,788)	(474,436)	(144,206)
Comprehensive loss	(644,558)	(356,288)	(432,436)	(177,206)
Basic and diluted lossper share	(0.01)	(0.00)	(0.00)	(0.00)

Three Months Ended December 31, 2021 compared with the Three Months Ended December 31, 2020

The Company incurred a net loss of $620,122 for the three months ended December 31, 2021, representing a decrease of $16,936 when compared with $637,058 for the three months ended December 31, 2020. The decrease in net loss during the three months ended December 31, 2021 was primarily the result of a decrease in cash and non-cash compensation (including directors’ fees and management remuneration, evaluation and exploration costs, foreign exchange loss, professional fees and salaries and wages) that was partially offset by the increase in share-based payments.

Page 20 of 28

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

Directors’ fees and management remuneration decreased by $94,400 to $93,000 for the three months ended December 31, 2021, from $187,400 for the three months ended December 31, 2020. The decrease is a result of a decrease in management remuneration during the three months ended December 31, 2021.

Evaluation and exploration costs decreased by $60,658 to $71,847 for the three months ended December 31, 2021, from $132,505 for the three months ended December 31, 2020. The decrease is attributed from the decrease in field expenses of $2,576, lodging and food of $2,006 and others of $57,955.

Foreign exchange loss was $32,440 for the three months ended December 31, 2021 compared to a foreign exchange loss of $86,692 for the three months ended December 31, 2020. 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 decreased by $21,344 to $33,900 during the three months ended December 31, 2021, from $55,244 for the three months ended December 31, 2020. The decrease is primarily the result of the decrease in accounting fees, legal fees and other fees during the three months ended December 31, 2021.

Salaries and wages were $59,427 for the three months ended December 31, 2021 compared to $74,721 for the three months ended December 31, 2020. This decrease is a result of a decrease in time worked by the staffs in Dominican Republic.

Share-based payments were $242,213 for the three months ended December 31, 2021 compared to $35,396 for the three months ended December 31, 2020. The increase in share-based payments resulted from an increase in the number of options vesting and a corresponding increase in recognition of expense during the period.

Year Ended December 31, 2021 compared with the Year Ended December 31, 2020

The Company incurred a net loss of $2,395,521 for the year ended December 31, 2021, representing an increase of $779,033 when compared with $1,616,488 for the year ended December 31, 2020. The increase in net loss during the year ended December 31, 2021 was primarily the result of an increase in cash and non-cash compensation (including evaluation and exploration costs, general and administrative, project evaluation costs, salaries and wages and sharebased payments) that was partially offset by the decrease in directors’ fees and management remuneration and professional fees.

Evaluation and exploration costs increased by $57,184 to $285,820 for the year ended December 31, 2021, from $228,636 for the year ended December 31, 2020. The increase is attributed from the increase in access fees of 6,037, field expenses of $22,543, field technicians of $82,940, and lodging and food of $3,012, offset by a decrease in others of $57,955. The increase is due to the commencement of the exploration mapping and sampling for the Tireo Project.

General and administrative was $206,339 for the year ended December 31, 2021 compared to $162,756 for the year ended December 31, 2020. The increase is due to an increase in insurance costs and employer health tax during the year ended December 31, 2021.

Project evaluation costs was $22,596 for the year ended December 31, 2021 compared to $nil for the year ended December 31, 2020. The increase is due to the Company incurring consulting services to carry out due diligence on a property of interest.

Salaries and wages were $215,353 for the year ended December 31, 2021 compared to $179,967 for the year ended December 31, 2020. This increase is a result of an increase in time worked by staff in Dominican Republic.

Page 21 of 28

GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

Share-based payments were $953,019 for the year ended December 31, 2021 compared to $235,343 for the year ended December 31, 2020. The increase in share-based payments resulted from an increase in the number of options vesting and a corresponding increase in recognition of expense during the period.

Directors’ fees and management remuneration decreased by $94,400 to $372,000 for the year ended December 31, 2021, from $466,400 for the year ended December 31, 2020. The decrease is a result of a decrease in management remuneration during the year ended December 31, 2021.

Professional fees decreased by $69,939 to $163,807 during the year ended December 31, 2021, from $233,746 for the year ended December 31, 2020. The decrease is primarily the result of the decrease in business activities of the Company during the year ended December 31, 2021 with lower accounting fees, legal fees and other fees paid during the year.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2021, the Company had working capital of $14,026,222 (December 31, 2020 – $15,437,125) including cash and cash equivalents of $14,052,296 (December 31, 2020 – $15,586,288).

The Company expects to obtain financing in the future primarily through further equity financings, if and as required. 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, 2021 and December 31, 2020, the Company had 259,442,384 common shares issued and outstanding with a value of $73,461,074.

During the year ended December 31, 2021:

• On January 22, 2021, the Company granted 3,525,000 incentive stock options to directors, officers and employees of the Company, at an exercise price of $0.36 per common share. The options are exercisable for a five-year period from

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

the date of grant. One-third will vest on the date of grant and one-third will vest every six months thereafter.

• On December 17, 2021, the Company granted 5,495,000 incentive stock options to directors, officers and employees of the Company, at an exercise price of $0.15 per common share. The options are exercisable for a five-year period from the date of grant. One-third will vest on the date of grant and one-third will vest every six months thereafter.

• 4,852,500 options with an expiry date of August 12, 2021 expired, unexercised.

• 600,000 options with an expiry date of October 13, 2021 expired, unexercised.

Subsequent to December 31, 2021:

• 5,167,000 options expired, unexercised.

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

• 259,442,384 common shares;

• 18,302,500 stock options with exercise prices ranging from $0.15 to $0.36 per share.

COMMITMENTS

The Company is a party to certain management contracts. These contracts contain clauses requiring that approximately $792,000 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 audited consolidated financial statements for the year ended December 31, 2021.

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 the 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 audited consolidated financial statements for the year ended December 31, 2021. 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, 2021.

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

RELATED PARTIES

Total compensation of key company personnel for the year ended December 31, 2021 and 2020 is as follows:

	For theyear ended	For theyear ended
	December 31, 2021	December	31, 2020
	$		$
Directors' fees	120,000		120,000
Management remuneration	252,000		346,400
Salaries and wages	143,734		106,901
Share-based compensation	903,131		235,343
	1,418,865		808,644

During the year ended December 31, 2021, the Company paid professional fees of $75,240 (December 31, 2020 – $95,269) 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 officers included in accounts payables and accrued liabilities were $35,430 as at December 31, 2021 (December 31, 2020 – $160,208). 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 audited 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, 2021 for a more detailed discussion of the critical accounting estimates and judgments.

ADOPTION OF NEW AND AMENDED IFRS PRONOUNCEMENTS

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for accounting periods beginning on or after January 1, 2021. The Company does not expect that any new or amended standards or interpretations that are effective for annual periods beginning on or after January 1, 2021 will have a significant impact on the Company’s results of operations or financial position.

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

OFF-BALANCE SHEET FINANCING ARRANGEMENTS

As of December 31, 2021, 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.

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

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

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 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

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

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 initial public 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 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.

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GoldQuest Mining Corp. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended December 31, 2021 (Expressed in Canadian Dollars)

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 audited consolidated financial statements for the year ended December 31, 2021 (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; 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.

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