Per Proxy August 30 2021, it appears to still be a

Quote:

---

Purchase Agreement with Pasaca Capital and Potential Change in Control

On January 26, 2021, Quantum Materials Corp. (the “Company”) and Pasaca Capital Inc. (“Pasaca”) entered into a
Securities Purchase and Financing Agreement (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, at the
first closing, Pasaca will convert three previously issued promissory notes made by the Company payable to Pasaca and loan to the
Company an additional $1,500,000 pursuant to a certain Secured Convertible Promissory Note (the “Convertible Note”) made by
the Company payable to Pasaca in the principal amount of $4,500,000 (the “Senior Note”). The Senior Note is convertible into
154,228,625 shares of the Company’s common stock (the “Note Shares”). At the second closing, Pasaca will purchase Common
Stock in an amount such that, after such purchase and the conversion of the Senior Note into the Note Shares, Pasaca will own fifty-
one percent (51.0%) of the fully diluted common stock of the Company. The purchase price for the Common Stock to be sold in the
second closing is $10,500,000. Pasaca will also have the right to appoint three members to the Company’s Board of Directors. Both
the first and second closing are subject to numerous contingencies, as set forth in the Purchase Agreement. In March 2021, the
Purchase Agreement was amended, and the original notes were revised into two notes. The first Convertible Note dated March 8,
2021 made by the Company payable to Pasaca in the principal amount of $3,450,000. The note is convertible into 118,241,945
shares of the Company’s common stock with a conditional maturity date of June 8, 2021. The second Convertible Note dated March
9, 2021 made by the Company payable to Pasaca in the principal amount of $2,750,000. The note is convertible into 94,250,826
shares of the Company’s common stock with a conditional maturity date of June 9, 2021.

Also on January 26, 2021, the Company and Pasaca entered into a Registration Rights Agreement (the “Registration Rights
Agreement”). Pursuant to the terms of the Registration Rights Agreement, holders of twenty percent of the total shares of Note
Shares and Common Stock issued pursuant to the Purchase Agreement (the “Registrable Shares”) shall have the right to require the
Company to register at least thirty percent of such shares for sale on Form S-1 of Form S-3 under the Securities Act of 1933, as
amended (the “33 Act”). In addition, holders of ten percent of the Registrable Securities shall have the right to require the Company
to register such shares for sale on Form S-3 under the 33 Act. The Registration Rights Agreement also provides for piggy-back
registration rights. Pursuant to the Registration Rights Agreement, should the Company determine to issue new equity securities of
the Company, or securities convertible into equity securities of the Company, it must offer such new securities to Pasaca and/or its
assigns.

Also, on January 26, 2021, the Company and Pasaca entered into a Distribution Agreement (the “Distribution Agreement”).
Pursuant to the terms of the Distribution Agreement, the Company appointed Pasaca to act as an independent distributor to resell
and distribute the Company’s Quantum Dots and QMC HealthID products. Under the Distribution Agreement, Pasaca guaranteed

that the Company would receive cumulative gross royalties and/or gross sales, licensing or other revenues under the Distribution
Agreement of no less than $15,000,000, over the period including 2020 and continuing until twelve months after the Company has
completed development of a functioning product integrating the QMC HealthID IP and Innova Medical Group’s products. Pasaca
has the right to extend the revenue period by up to twenty-four months upon payment of advance royalties. At the date of this report,
we have drawn $7,250,000 in advance draws, and these accrued interest at 8% until the date of conversion.

---