The Technical Committee assists the Board in fulfilling its oversight responsibilities with respect to:

• technical matters relating to exploration, development, permitting, construction and operation of GoldQuest’s mining activities;
• resources and reserves on GoldQuest’s mineral resource properties;
• operating and production plans for proposed and existing operating mines;
• due diligence in the development, implementation and monitoring of systems and programs for the management and compliance with applicable law related to health, safety, environment and social responsibility; and
• ensuring GoldQuest implements best-in-class property exploration, development and operating practices.

Technical Committee Members: Frank Balint (Chair), Bill Fisher, Julio Espaillat

The Compensation & Nominating Committee will review and approve salary and benefits for the executives of the Corporation and compensation for the directors of the Corporation. The Corporation will develop policies for the compensation of its executives and directors. The Compensation Committee will be responsible for:

• Reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO's performance in light of those corporate goals and objectives, and determining (or making recommendations to the Board with respect to the CEO's compensation level based on this evaluation;
• Making recommendations to the Board with respect to Board size and composition, non-CEO officer and director compensation, incentive-compensation plans and equity-based plans; and
• Reviewing executive compensation disclosure before the Corporation publicly discloses this information.

Compensation Committee Members: Patrick Michaels (Chair), Florian Siegfried, Frank Balint

The Audit Committee has the authority to engage independent counsel, to set and pay compensation for advisors and to communicate directly with internal and external auditors. External auditors will report directly to the audit committee. The Audit Committee will be composed of a minimum of three members, all of whom are independent directors of the Corporation and are financially literate.

Audit Committee Members: Florian Siegfried (Chair), Patrick Michaels, Frank Balint