GoldQuest Mining Corp. — Management Reports 2024

Nov 28, 2024

GOLDQUEST
TSXV:GQC
GQ

GOLDQUEST MINING CORP.

INTERIM MANAGEMENT'S DISCUSSION & ANALYSIS

QUARTERLY HIGHLIGHTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

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Table of Contents

INTRODUCTION... 3
NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF INDICATED AND INFERRED RESOURCES... 3
OVERVIEW... 3
BUSINESS STRATEGY... 4
YEAR-TO-DATE 2024 HIGHLIGHTS... 4
FINANCIAL REPORTING AND DISCLOSURE DURING ECONOMIC UNCERTAINTY... 5
SELECTED INFORMATION... 5
RESULT OF OPERATIONS... 5
LIQUIDITY AND CAPITAL RESOURCES... 7
OUTSTANDING SHARE DATA... 7
COMMITMENTS... 8
CONTINGENCIES... 8
FINANCIAL INSTRUMENTS... 8
RELATED PARTIES... 9
CRITICAL ACCOUNTING ESTIMATES... 9
ADOPTION OF NEW AND AMENDED IFRS PRONOUNCEMENTS... 9
OFF-BALANCE SHEET FINANCING ARRANGEMENTS... 10
PROPOSED TRANSACTIONS... 10
RISKS AND UNCERTAINTIES... 10
ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE... 13
FORWARD-LOOKING INFORMATION... 13

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

For the Nine months Ended September 30, 2024

(Expressed in Canadian Dollars)

INTRODUCTION

This Interim Management's Discussion and Analysis – Quarterly Highlights (the "Interim MD&A") has been prepared to provide material updates and analysis of the business operations, financial condition, financial performance, cash flows, liquidity, and capital resources of GoldQuest Mining Corp. and its subsidiaries ("GoldQuest" or the "Company").

Effective with the first interim quarter of the fiscal year ended December 31, 2019, the Company adopted the option under Section 2.2.1 of National Instrument 51-102F1 to provide the Interim MD&A disclosure under the "Quarterly Highlights" regime set out in that section of the instrument.

The following Interim MD&A as of November 28, 2024, should be read in conjunction with the unaudited condensed consolidated interim financial statements of the Company and the notes relating thereto, for the nine months ended September 30, 2024, which are prepared in accordance with international Financial Reporting Standards ("IFRS") and the annual management discussion and analysis for the year ended December 31, 2023. All financial amounts are stated in Canadian currency unless stated otherwise. Additional information relating to the Company is filed on SEDAR at www.sedarplus.ca.

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-II, Las Tres Veredas (actual Palo de La rosa), Piedra Dura-II, 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-II 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.

Page 3 of 14

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

For the Nine months Ended September 30, 2024

(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.

Recent changes to the Dominican Republic’s environmental regulations now allow the Company to formally engage with the Ministry of Environment and Natural Resources to advance its Romero gold and copper project in San Juan province. These changes eliminate the need for Presidential approval for mining project applications, enabling GoldQuest to apply for the "Terms of Reference," a critical step in the project’s development. With additional funding secured subsequent to quarter-end, the Company plans to proceed with a Feasibility Study and an Environmental and Social Impact Assessment to address environmental concerns and demonstrate the project’s feasibility.

YEAR-TO-DATE 2024 HIGHLIGHTS

• On November 20, 2024, the Company completed a non-brokered private placement raising gross proceeds of $8,698,951 through the issuance of 45,783,952 common shares of the Company at a price of $0.19 per share to investors that are prominent members of the Dominican Republic’s business community. In connection with the closing of the private placement, the Company has appointed Mr. Charles Reid to its board of directors.

• GoldQuest has strengthened its community and government relations, as reflected in various public statements and recent media coverage. Notable developments include:

• The official announcement of the formation of a new fisherman cooperative sponsored by GoldQuest at the Sabaneta Dam¹. This initiative, widely covered in the media, was highlighted as a positive development for the local community. The cooperative represents a significant step toward sustainable economic activities in the region, supported by the Company.

• A coalition of agricultural producers from San Juan publicly issued a statement urging the government to approve the Romero Project². This statement, featured in several media outlets, demonstrated the growing local support for the project. The producers emphasized the substantial economic benefits the project would bring to the region, particularly in terms of job creation and infrastructure development.

• Community leaders from San Juan publicly endorsed the Romero Project, highlighting its potential to bring economic revitalization to the area. These endorsements, covered by local news outlets and in interviews posted to the Company’s Instagram account³, have played a crucial role in shifting public opinion in favor of the project.

¹ https://7dias.com.do/2024/06/19/constituyen-cooperativa-de-pescadores-de-sabaneta/

² https://listindiario.com/economia/industria/20240807/productores-piden-presidente-otorgue-permiso-estudios-medioambientales-san-juan_820527.html

³ https://proceso.com.do/2024/07/10/gobernadora-de-san-juan-afirma-estar-de-acuerdo-con-estudios-ambientales-mina-los-romero/ https://www.instagram.com/goldquestmining

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

For the Nine months Ended September 30, 2024

(Expressed in Canadian Dollars)

FINANCIAL REPORTING AND DISCLOSURE DURING ECONOMIC UNCERTAINTY

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic; the Company has not been significantly impacted by the spread of COVID-19. However, the ongoing COVID-19 pandemic, inflationary pressures, rising interest rates, the global financial climate and the conflict in Ukraine are affecting current economic conditions and increasing economic uncertainty, which may impact the Company's operating performance, financial position and the Company's ability to raise funds as this time.

SELECTED INFORMATION

	For the nine months ended
	September 30, 2024	September 30, 2023	September 30, 2022
	$	$	$
Operating expenses	2,266,394	2,415,633	1,870,097
Interest and miscellaneous income	287,484	213,841	114,157
Net loss for the period	(1,984,310)	(2,201,792)	(1,755,940)
Comprehensive loss for the period	(1,984,310)	(2,206,292)	(1,767,940)
Basic and diluted loss per share:
- net loss	(0.01)	(0.01)	(0.01)
As at	September 30, 2024	December 31, 2023	December 31, 2022
---	---	---	---
	$	$	$
Working capital	7,641,213	9,486,416	11,877,219
Total assets	7,962,174	9,727,125	12,082,157
Total liabilities	273,128	155,173	140,719
Share capital	73,461,074	73,461,074	73,461,074
Deficit	86,845,818	84,861,508	82,278,164

RESULT OF OPERATIONS

	Three months ended
	September 30, 2024	June 30, 2024	March 31, 2024	December 31, 2023
	$	$	$	$
Interest income	206,073	30,667	50,744	238,404
Net loss	(638,435)	(720,556)	(625,319)	(381,552)
Comprehensive loss	(635,435)	(717,556)	(631,319)	(375,552)
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)	(0.00)

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

For the Nine months Ended September 30, 2024

(Expressed in Canadian Dollars)

Three months ended

	September 30, 2023	June 30, 2023	March 31, 2023	December 31, 2022
	$	$	$	$
Interest income	49,138	60,495	104,208	88,725
Net loss	(676,384)	(694,377)	(880,169)	(953,358)
Comprehensive loss	(627,246)	(697,377)	(521,122)	(950,358)
Basic and diluted loss per share	(0.00)	(0.00)	(0.01)	(0.00)

Three Months Ended September 30, 2024 compared with the Three Months Ended September 30, 2023

The Company incurred a net loss of $638,435 for the three months ended September 30, 2024, representing a net increase of $11,189 when compared with $627,246 for the three months ended September 30, 2023. The higher net loss during the three months ended September 30, 2024 was primarily the result of an increase in evaluation and exploration costs and project evaluation costs (plus a decrease in share-based payments) that was effectively offset by an increase in interest income and a foreign exchange gain recognized in the current period.

Evaluation and exploration costs increased by $239,273 to $428,436 for the three months ended September 30, 2024, from $189,163 for the three months ended September 30, 2023. Higher social responsibility and community relations of $196,956 were incurred in the current quarter. Spending on social and community relations increased significantly due to the expansion of programs aimed at community engagement, sustainability, and partnerships with local organizations. Key areas of increased expenditures include support to the Fisherman Cooperative of Sabaneta, public relations campaign, and support for underserved communities.

Project evaluation costs rose by $70,495, totaling $82,036 for the three months ended September 30, 2024, compared to $11,541 for the same period in 2023. This increase reflects ongoing due diligence efforts related to a potential material transaction, which was ultimately terminated during the quarter ended September 30, 2024.

Share-based payments were $19,368 for the three months ended September 30, 2024 compared to $99,298 for the three months ended September 30, 2023. The 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.

Nine months Ended September 30, 2024 compared with the Nine months Ended September 30, 2023

The Company incurred a net loss of $1,984,310 for the nine months ended September 30, 2024, representing a decrease of $217,482 when compared with $2,201,792 for the nine months ended September 30, 2023. The lower net loss during the nine months ended September 30, 2024 was primarily the result of a decrease in evaluation and exploration costs, management and directors' fees, and share-based payments that was partially offset by the increase in project evaluation costs, investor relations and promotion, and a foreign exchange gain.

Evaluation and exploration costs decreased by $97,849 to $907,055 for the nine months ended September 30, 2024, from $1,004,904 for the nine months ended September 30, 2023. The net decrease is primarily attributed to the timing of activities, resulting in reduced costs for field technicians ($60,587), geological expenses ($39,573), which were partially offset by higher social responsibility and community relations efforts ($44,745).

Management and directors' fees were $344,253 for the nine months ended September 30, 2024 compared to $414,580 for the nine months ended September 30, 2023. The decrease is due to the lower CEO compensation recognized in the current quarter compared to the prior year period.

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

For the Nine months Ended September 30, 2024

(Expressed in Canadian Dollars)

Share-based payments were $101,404 for the nine months ended September 30, 2024 compared to $144,172 for the nine months ended September 30, 2023. The 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.

Project evaluation costs increased by $122,779 to $134,320 for the nine months ended September 30, 2024, compared to $11,541 for the nine months ended September 30, 2023. This increase reflects ongoing due diligence efforts related to a potential material transaction, which was ultimately terminated during the third quarter.

Investor relations and promotion increased by $28,873 to $82,965 for the nine months ended September 30, 2024, from $54,092 for the nine months ended September 30, 2023. The increase is attributed from the increase in travel and accommodation expenses incurred due to conferences attendance and more engagements with stakeholders in the Dominican Republic during the nine months ended September 30, 2024.

Foreign exchange gain was $7,887 for the nine months ended September 30, 2024 compared to a foreign exchange loss of $98,471 for the nine months ended September 30, 2023. 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.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2024, the Company had working capital of $7,641,213 (December 31, 2023 – $9,486,416) including cash and cash equivalents of $7,646,118 (December 31, 2023 – $9,398,893).

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.

OUTSTANDING SHARE DATA

As of September 30, 2024 and December 31, 2023 and 2022, the Company had 259,442,384 common shares issued and outstanding with a value of $73,461,074.

Page 7 of 14

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

For the Nine months Ended September 30, 2024

(Expressed in Canadian Dollars)

During the nine months ended September 30, 2024, no share capital transactions occurred.

During the nine months ended September 30, 2024:

• 5,250,000 options expired, unexercised.

Subsequent to September 30, 2024:

• On November 20, 2024, the Company completed a non-brokered private placement of 45,783,952 common shares at a price of $0.19 for gross proceeds of $8,698,951.

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

• 305,226,336 common shares;
• 19,620,000 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 $716,000 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 unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2024.

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 unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2024 and note 15 of our audited consolidated financial statements for the year ended December 31, 2022. 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, 2023.

Page 8 of 14

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

For the Nine months Ended September 30, 2024

(Expressed in Canadian Dollars)

RELATED PARTIES

Total compensation of key company personnel for the nine months ended September 30, 2024 and 2023 is as follows:

	For the nine months ended
	September 30, 2024	September 30, 2023
	$	$
Directors' fees	90,000	90,000
Management remuneration	254,253	324,580
Salaries and wages	101,794	105,966
Share-based compensation	94,306	125,565
	540,353	646,111

During nine months ended September 30, 2024, the Company paid professional fees of $78,148 (September 30, 2023 – $60,000) 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.

Related party balances

During nine months ended September 30, 2024, the Company paid professional fees of $78,148 (September 30, 2023 – $60,000) 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.

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 unaudited condensed consolidated interim 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, 2023 for a more detailed discussion of the critical accounting estimates and judgments.

ADOPTION OF NEW AND AMENDED IFRS PRONOUNCEMENTS

There were no new or amended IFRS pronouncements effective January 1, 2024 that impacted these condensed consolidated interim financial statements.

Page 9 of 14

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GoldQuest Mining Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS
For the Nine months Ended September 30, 2024
(Expressed in Canadian Dollars)

OFF-BALANCE SHEET FINANCING ARRANGEMENTS

As of September 30, 2024, 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.

Page 10 of 14

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

For the Nine months Ended September 30, 2024

(Expressed in Canadian Dollars)

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 or 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.

Page 11 of 14

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

For the Nine months Ended September 30, 2024

(Expressed in Canadian Dollars)

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 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

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS

For the Nine months Ended September 30, 2024

(Expressed in Canadian Dollars)

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 unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2023 (note 7 and 8) and annual consolidated financial statements for the year ended December 31, 2023 (note 7 and 8), which are available on GoldQuest's website at www.goldquestcorp.com or on SEDAR at www.sedarplus.ca.

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.

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GoldQuest Mining Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS
For the Nine months Ended September 30, 2024
(Expressed in Canadian Dollars)

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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