Goldquest Mining : Q4 2023 MD&A

GOLDQUEST MINING CORP.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2023

Table of Contents
INTRODUCTION	3
NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF INDICATED AND INFERRED RESOURCES 3
OVERVIEW	3
BUSINESS STRATEGY	4
2023 HIGHLIGHTS	4
FINANCIAL REPORTING AND DISCLOSURE DURING ECONOMIC UNCERTAINTY	4
EVALUATION AND EXPLORATION ASSETS	4
SELECTED INFORMATION	10
RESULT OF OPERATIONS	10
LIQUIDITY AND CAPITAL RESOURCES	12
OUTSTANDING SHARE DATA	13
COMMITMENTS	13
CONTINGENCIES	13
FINANCIAL INSTRUMENTS	13
RELATED PARTIES	14
CRITICAL ACCOUNTING ESTIMATES	14
ADOPTION OF NEW AND AMENDED IFRS PRONOUNCEMENTS	14
OFF-BALANCE SHEET FINANCING ARRANGEMENTS	15
PROPOSED TRANSACTIONS	15
RISKS AND UNCERTAINTIES	15
ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE	18
FORWARD-LOOKING INFORMATION	18

GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Year Ended December 31, 2023

(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, 2023. This MD&A supplements the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2023, 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, 2023, prepared in accordance with IFRS and the related MD&A.

This MD&A is prepared as of April 25, 2024. 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.sedarplus.caand 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-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.

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Year Ended December 31, 2023

(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 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.

2023 HIGHLIGHTS

• On March 1, 2023, the Ministry of Energy and Mines of the Dominican Republic granted a new Exploration License to the Company, Loma Cachimbo-II (Loma Viejo Pedro), which is located south of the Romero Project.
• On March 6, 2023, the Company announced that it received the final report of a poll/survey commissioned to measure the social support within the San Juan provide to carry on with the EIA for its Romero Project. It shows 67.7% of the population of the San Juan province supports the EIA studies for the project. The survey was conducted by Gallup, a world-renowned polling consultant.
• On May 23, 2023, the Ministry of Energy and Mines of the Dominican Republic granted a new Exploration License to the Company, Arroyo La Vaca (formerly Toribio), which is located south of the Romero Project.
• On October 15, 2023, the Ministry of Energy and Mines of the Dominican Republic granted a new Exploration License to the Company, Tachuela Fase II (formerly La Fortuna), which is located south of the Romero Project.

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.

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

Page 4 of 18

GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Year Ended December 31, 2023

(Expressed in Canadian Dollars)

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, 2023, 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.

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

1. • Maiden Probable Mineral Reserves of 7.03 million tonnes containing: o 840,000 ounces of gold
     o 980,000 ounces of silver
     o 136 million pounds of copper
   • A 2,800 tonnes per day operation totalling life of mine gold equivalent production of approximately 1.117 Moz Au Eq
   • Annual gold equivalent production averaging 109,000 ounces per year
   • Post tax Net Present Value @ (5%) of $203 million (pre tax $317 million)
   • All-inSustaining 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)
2. 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

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Year Ended December 31, 2023

(Expressed in Canadian Dollars)

significant gold and silver credits. Process tailings will be used as paste backfill in the underground mine with excess material stored on site as dry stack material. Water requirements for the mine will be met by collecting and storing runoff water from the site.

Mineral resources

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

A summary of this resource is:

Table 1: Mineral Resource Estimate for Romero Project

Category	Zone	Tonnes	Au	Cu (%)	Zn (%)	Ag	AuEq	Au Ounces	AuEq
(g/t)	(g/t)	(g/t)	Ounces
Indicated	Romero	18,390,000	2.57	0.65	0.31	4.2	3.43	1,520,000	2,028,000
	Romero South	1,840,000	3.69	0.25	0.18	1.6	4.01	218,000	237,000
Total Indicated Mineral Resources	20,230,000	2.67	0.61	0.30	4.0	3.48	1,738,000	2,265,000
Inferred	Romero	2,120,000	1.80	0.39	0.36	3.2	2.32	123,000	158,000
	Romero South	900,000	2.57	0.20	0.21	2.1	2.84	74,000	82,000
Total Inferred Mineral Resources	3,020,000	2.03	0.33	0.32	2.9	2.47	197,000	240,000

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-offNSR metal prices: Cu $2.50/lb Au $1,250/oz Ag $17.00/oz; Recovery: Cu-96.8Au-71.7Ag-54.4, Payable: Cu-96.5Au-90.0Ag-95.0, TCRC: $257.83/dmt, Cu concentrate 20%

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Year Ended December 31, 2023

(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-downtransmission substation for incoming high voltage power from the national grid;
• Fit-for-purposeancillary facilities, including administration and offices, maintenance and warehousing, mine dry, assay laboratory;
• Temporary Waste Rock Storage Area for 225,000 m3 of waste; and
• Water storage pond, sedimentation ponds, dry stack and waste rock storage run-off collection ponds, and emergency pond for excess water.

Capital Costs

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Year Ended December 31, 2023

(Expressed in Canadian Dollars)

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

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.

• Pre-Tax
  o Net Present Value (NPV) discounted at 5% is $317.2 M;

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Year Ended December 31, 2023

(Expressed in Canadian Dollars)

• 1. Internal Rate of Return is (IRR) is 38.6%.
• Post-Tax
• 1. Net Present Value (NPV) discounted at 5% is $202.7 M;
  1. Internal Rate of Return is (IRR) is 28.1%; and
  1. 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.

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Year Ended December 31, 2023

(Expressed in Canadian Dollars)

SELECTED INFORMATION

		For the year ended
	December 31, 2023	December 31, 2022	December 31, 2021
	$	$	$
Operating expenses	3,035,589	2,912,180	2,449,199
Interest and miscellaneous income	452,245	202,882	53,678
Net loss for the period	(2,583,344)	(2,709,298)	(2,395,521)
Comprehensive loss for the period	(2,581,844)	(2,718,298)	(2,436,021)
Basic and diluted loss per share:
‐ net loss	(0.01)	(0.01)	(0.01)

As at	December 31, 2023	December 31, 2022	December 31, 2021
	$	$	$
Working capital	9,486,416	11,877,219	14,026,222
Total assets	9,727,125	12,082,157	14,271,587
Total liabilities	155,173	140,719	155,718
Share capital	73,461,074	73,461,074	73,461,074
Deficit	84,861,508	82,278,164	79,568,866

RESULT OF OPERATIONS

		Three months ended
	December 31, 2023	September 30, 2023	June 30, 2023	March 31, 2023
	$	$	$	$
Interest income	238,404	49,138	60,495	104,208
Net loss	(381,552)	(676,384)	(694,377)	(880,169)
Comprehensive loss	(375,552)	(627,246)	(697,377)	(521,122)
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)	(0.01)

		Three months ended
	December 31, 2022	September 30, 2022	June 30, 2022	March 31, 2022
	$	$	$	$
Interest income	88,725	69,712	30,750	13,695
Net loss	(953,358)	(635,890)	(598,928)	(521,122)
Comprehensive loss	(950,358)	(637,390)	(615,428)	(515,122)
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)	(0.01)

Three Months Ended December 31, 2023 compared with the Three Months Ended December 31, 2022

The Company incurred a net loss of $381,552 for the three months ended December 31, 2023, representing a decrease of $571,806 when compared with $953,358 for the three months ended December 31, 2022. The decrease in net loss during the three months ended December 31, 2023 was primarily the result of lower cash and non-cash expenses (including evaluation and exploration costs, professional fees, management and directors' fees, and share-based payments.) that was partially offset by salaries and wages, foreign exchange gain, and rent.

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