Goldquest Mining : Q4 2023 FINANCIAL STATEMENTS

GOLDQUEST MINING CORP.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of

GoldQuest Mining Corp.

Opinion

We have audited the accompanying consolidated financial statements of GoldQuest Mining Corp. (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2023 and 2022, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year ended. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our auditor's report.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year ended and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Zachary Faure.

Vancouver, Canada

Chartered Professional Accountants

April 25, 2024

Table of Contents
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	6
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS	7
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY	8
CONSOLIDATED STATEMENTS OF CASH FLOWS	9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	10
1.	CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS	10
2.	MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION	11
3.	JOINT OPERATION	22
4.	CASH AND CASH EQUIVALENTS	22
5.	LONG-TERMINVESTMENTS	22
6.	EQUIPMENT	23
7.	EVALUATION AND EXPLORATION ASSETS	23
8.	EVALUATION AND EXPLORATION COSTS	24
9.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	25
10.	SHARE CAPITAL	25
11.	RELATED PARTY TRANSACTIONS AND BALANCES	27
12.	COMMITMENT	28
13.	SEGMENTED INFORMATION	28
14.	CAPITAL MANAGEMENT	29
15.	FINANCIAL INSTRUMENTS	29
16.	INCOME TAXES	33

GoldQuest Mining Corp.

Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

		As at		December 31,	December 31,
			2023	2022
		Note(s)	$	$
ASSETS
Current assets
Cash and cash equivalents	4	9,398,893	11,796,562
Amounts receivable			65,888	71,456
Prepaid expenses			153,866	127,843
Deposits			22,942	22,077
				9,641,589	12,017,938
Non-current assets
Long-term investments	5	24,000	22,500
Equipment	6	61,535	41,718
Evaluation and exploration assets	7	1	1
				85,536	64,219
TOTAL ASSETS				9,727,125	12,082,157
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	9, 11	155,173	140,719
TOTAL LIABILITIES				155,173	140,719
SHAREHOLDERS' EQUITY
Share capital	10	73,461,074	73,461,074
Stock options reserve	10	2,280,758	2,138,732
Additional paid-in capital	10	18,691,628	18,621,296
Deficit			(84,861,508)	(82,278,164)
Accumulated other comprehensive income (loss)			-	(1,500)
Equity attributable to owners of the Company				9,571,952	11,941,438
TOTAL SHAREHOLDERS' EQUITY				9,571,952	11,941,438
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY				9,727,125	12,082,157
Corporate information and continuance of operations	1
Commitments	12
Segmented information	13

These consolidated financial statements were approved for issue by the Board of Directors and signed on its behalf by:

/s/ Luis SantanaDirector

/s/ Florian SiegfriedDirector

See accompanying notes to these consolidated financial statements.

GoldQuest Mining Corp.

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian Dollars)

			For the years ended
			December 31,	December 31,
		Note(s)	2023	2022
		$	$
Expenses
Consulting fees			21,000	24,000
Depreciation	6	24,867	24,265
Evaluation and exploration costs	7	1,303,774	848,435
Foreign exchange (gain) loss			-	65,100
General and administrative			240,165	183,671
Investor relations and promotion			68,731	67,485
Management and directors' fees	11	528,268	567,276
Professional fees	11	179,305	244,566
Project evaluation costs			11,541	-
Regulatory and filing fees			58,799	48,589
Rent			92,209	41,195
Salaries and wages	11	290,329	237,594
Share-based payments	10, 11	212,358	543,867
Travel			4,243	16,137
			(3,035,589)	(2,912,180)
Other income
Interest income			452,245	202,882
Net loss			(2,583,344)	(2,709,298)
Other comprehensive income (loss)
Items that may be reclassified subsequently to profit or loss:
Change in fair value on available-for-sale investments	5	1,500	(9,000)
Total comprehensive loss			(2,581,844)	(2,718,298)

Basic and diluted loss per share for the period attributable to common shareholders ($ per common share)

Weighted average number of common shares outstanding - basic and diluted

(0.01) (0.01)

259,442,384 259,442,384

See accompanying notes to these consolidated financial statements.

GoldQuest Mining Corp

Consolidated Statements of Changes in Shareholders' Equity

(Expressed in Canadian Dollars)

													Accumulated
													other
						Stock options		Additional			comprehensive
			Share capital	reserve		paid-in capital	Deficit	income (loss)	TOTAL
		Note(s)	#	$		$		$		$		$			$
	Balance as of December 31, 2022		259,442,384	73,461,074		2,138,732			18,621,296		(82,278,164)		(1,500)			11,941,438
	Reclassification of grant-date fair value on expired stock															-
	options	10	-	-		(70,332)		70,332		-		-
							212,358
	Share-based payments	10	-	-		212,358		-		-		-
	Loss and comprehensive loss		-	-		-		-		(2,583,344)	1,500			(2,581,844)
	Balance as of December 31, 2023		259,442,384	73,461,074		2,280,758			18,691,628		(84,861,508)		-			9,571,952
	Balance as of December 31, 2021		259,442,384	73,461,074		3,663,448			16,552,713		(79,568,866)		7,500		14,115,869
	Reclassification of grant-date fair value on expired stock															-
	options	10	-	-		(2,068,583)		2,068,583		-		-
						543,867
	Share-based payments	10	-	-		543,867		-		-		-
	Loss and comprehensive loss		-	-		-		-		(2,709,298)	(9,000)	(2,718,298)
	Balance as of December 31, 2022		259,442,384	73,461,074		2,138,732			18,621,296		(82,278,164)		(1,500)		11,941,438

See accompanying notes to these consolidated financial statements.

GoldQuest Mining Corp.

Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

					For the years ended
					December 31,	December 31,
					2023	2022
			Note(s)	$	$
	Cash flow from (used in)
	OPERATING ACTIVITIES
	Net loss				(2,583,344)	(2,709,298)
	Depreciation	6		24,867	24,265
	Share-based payments	10		212,358	543,867
	Net changes in non-cash working capital items:				5,568	(44,798)
	Amounts receivable
	Prepaid expenses				(26,023)	(35,112)
	Deposits				(865)	(11,822)
	Accounts payable and accrued liabilities				14,454	(14,999)
	Cash flow used in operating activities				(2,352,985)	(2,247,897)
	INVESTING ACTIVITIES
	Purchase of equipment	6		(44,684)	(7,837)
	Cash flow used in investing activities				(44,684)	(7,837)
	Decrease in cash and cash equivalents				(2,397,669)	(2,255,734)
	Cash and cash equivalents, beginning of period				11,796,562	14,052,296
	Cash and cash equivalents, end of period				9,398,893	11,796,562
	Supplemental cash flow information
	Reclassification of grant-date fair value on expired stock				70,332	2,068,583
	options	10
		-	-
	Cash paid for income taxes
	Cash paid for interest				-	-

See accompanying notes to these consolidated financial statements.

GoldQuest Mining Corp.

Notes to the Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 (Expressed in Canadian Dollars)

1. CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS

GoldQuest Mining Corp. (the "Company" or "GoldQuest") is a publicly listed company incorporated in British Columbia on July 12, 1989 and its shares are listed on the TSX Venture Exchange under the symbol "GQC". The Company together with its subsidiaries (collectively referred to as the "Company") is engaged in the identification, acquisition and exploration of mineral properties. The Company's registered office is located at Suite 2600, 595 Burrard Street, Vancouver, British Columbia, V7X 1L3.

The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of evaluation and exploration properties and the Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis. Changes in future conditions could require material write-downs of the carrying values. The Company's exploration assets are located outside of Canada and are subject to the risk of foreign investment, including political uncertainty, increases in taxes and royalties, renegotiation of contracts and currency exchange fluctuations.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements, unregistered claims, other land claims and non-compliance with regulatory and environmental requirements.

These consolidated financial statements have been prepared on the assumption that the Company and its subsidiaries will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at December 31, 2023, the Company had not advanced its property to commercial production. The Company's continuation as a going concern is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. Management intends to fund operating costs over the next twelve months with cash and cash equivalents and through further equity financings. Management believes that the Company has sufficient working capital to meet its liabilities for the next twelve months.

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 at this time.

The consolidated financial statements of GoldQuest for the year ended December 31, 2023 were approved by the Board of Directors on April 25, 2024.

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