Goldquest Mining : Q2 2023 MD&A

GOLDQUEST MINING CORP.

INTERIM MANAGEMENT'S DISCUSSION & ANALYSIS

QUARTERLY HIGHLIGHTS

FOR THE SIX MONTHS ENDED JUNE 30, 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
SELECTED INFORMATION	4
RESULT OF OPERATIONS	5
LIQUIDITY AND CAPITAL RESOURCES	7
OUTSTANDING SHARE DATA	8
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

GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS For the Six Months Ended June 30, 2023

(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 August 28, 2023, should be read in conjunction with the unaudited condensed consolidated interim financial statements of the Company and the notes relating thereto, for the six months ended June 30, 2023, which are prepared in accordance with international Financial Reporting Standards ("IFRS") and the annual management discussion and analysis for the year ended December 31, 2022. All financial amounts are stated in Canadian currency unless stated otherwise. Additional information relating to the Company is filed on SEDAR at www.sedar.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 - QUARTERLY HIGHLIGHTS For the Six Months Ended June 30, 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.

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 six months ended
	June 30, 2023	June 30, 2022	June 30, 2021
	$	$	$
Operating expenses	1,739,249	1,164,495	1,404,158
Interest and miscellaneous income	164,703	44,445	28,414
Net loss for the period	(1,574,546)	(1,120,050)	(1,375,744)
Comprehensive loss for the period	(1,579,046)	(1,130,550)	(1,416,244)
Basic and diluted loss per share:
‐ net loss	(0.01)	(0.00)	(0.01)

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GoldQuest Mining Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS For the Six Months Ended June 30, 2023

(Expressed in Canadian Dollars)

As at	June 30, 2023	December 31, 2022	December 31, 2021
	$	$	$
Working capital	10,359,777	11,877,219	14,026,222
Total assets	10,599,490	12,082,157	14,271,587
Total liabilities	192,224	140,719	155,718
Share capital	73,461,074	73,461,074	73,461,074
Deficit	83,852,710	82,278,164	79,568,866
RESULT OF OPERATIONS

		Three months ended
	June 30, 2023	March 31, 2023	December 31, 2022	September 30, 2022
	$	$	$	$
Interest income	60,495	104,208	88,725	69,712
Net loss	(694,377)	(880,169)	(953,358)	(635,890)
Comprehensive loss	(697,377)	(521,122)	(950,358)	(637,390)
Basic and diluted loss per share	(0.00)	(0.01)	(0.00)	(0.00)

		Three months ended
	June 30, 2022	March 31, 2022	December 31, 2021	September 30, 2021
	$	$	$	$
Interest income	30,750	13,695	12,796	12,468
Net loss	(598,928)	(521,122)	(620,122)	(399,655)
Comprehensive loss	(615,428)	(515,122)	(614,122)	(405,655)
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)	(0.00)

Three Months Ended June 30, 2023 compared with the Three Months Ended June 30, 2022

The Company incurred a net loss of $694,377 for the three months ended June 30, 2023, representing an increase of $95,449 when compared with $598,928 for the three months ended June 30, 2022. The increase in net loss during the three months ended June 30, 2023 was primarily the result of an increase in cash and non-cash compensation (including consulting fees, evaluation and exploration costs, foreign exchange loss, general and administrative, management and directors' fees, rent and salaries and wages) that was partially offset by the decrease in professional fees and share-based payments.

Consulting fees increased by $6,000 to $6,000 for the three months ended June 30, 2023, from $nil for the three months ended June 30, 2022. The increase is attributed from advisory service fees incurred during the three months ended June 30, 2023.

Evaluation and exploration costs increased by $234,066 to $311,545 for the three months ended June 30, 2023, from $77,479 for the three months ended June 30, 2022. The increase is attributed from the increase in field expenses of $91,508, field technicians of $47,903, geological of $17,430 and social responsibility of $69,049.

Foreign exchange gain was $4,965 for the three months ended June 30, 2023 compared to a foreign exchange gain of $18,370 for the three months ended June 30, 2022. The foreign exchange gain 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.

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