"Wouldn’t warrants and options be excluded and matching shares just issued to Pasaca when they are executed."

I don't think so. To me it is clearly a single event/transaction based on the fully diluted shares immediately following the Second Closing. Pasaca pays the $10.5 and QMC issues them the total number of shares at the closing.

Quote:

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(ii) In consideration of the aggregate payment by Investors of Ten Million Five Hundred Thousand Dollars ($10,500,000) (the “Stock Payment”), at the second Closing Investors will purchase from the Company and the Company will issue and sell to Purchaser a number of shares of Common Stock (the “Purchased Shares”) that, together with the Note Shares issued on account of the conversion of principal of the Notes, represent fifty-one percent (51%) of the fully diluted Common Stock of the Company immediately following the second Closing.

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