QUANTUM MATERIALS CORP. (OTCMKTS:QTMM) Files An 8-K Termination of a Material Definitive Agreement

Item 1.02

On December 22, 2016, Quantum Materials Corp. (the Company) and
Sriram Peruvemba entered into a Resignation Agreement to which
Mr. Peruvemba resigned from his positions of officer and director
of the Company and agreed to terminate his employment agreement
dated June 13, 2016, except as otherwise specified in the
Resignation Agreement appended hereto as Exhibit 10.1.

to the terms of the Resignation Agreement, the Company agreed to
pay $30,000 of accrued wages to Mr. Peruvemba on or before
February 15, 2017 and to make six monthly payments of $20,000 to
Mr. Peruvemba between February and July 2017. The Company also
agreed to pay Mr., Peruvembas health insurance through June 2017
and to confirm the vesting of vested and unvested options or
warrants totaling 3,754,150.

On December 22, 2016, Daniel Carlson, Ray Martin and Sriram
Peruvemba resigned from the Board of Directors and Mr. Peruvemba
resigned from the positions of CEO and President. Following these
resignations, Stephen Squires, Shane Squires and Ghassan Jabbour
were appointed to the Board of Directors and the new Board of
Directors, including David Doderer who is continuing to serve on
the Board, elected Stephen Squires Interim Chief Executive
Officer and President. As Mr. Squires is currently an employee of
the Company, he has an employment agreement that is described in
the Form 8-K dated June 15, 2016. There have been no changes to
this agreement as of the date hereof.

Stephen Squires has over 25 years of
experience in turnarounds, startups, business development,
mergers and acquisitions and strategic planning. Mr. Squires is
skilled at identifying emerging technologies and driving
commercialization/global market introduction to position
companies for growth. He has served as the Companys President,
CEO and Chairman from 2008 to June 30, 2016 and he is currently
serving as a General Manager of Solterra. Prior to QMC, from 2001
to 2008, Mr. Squires principal occupation was consulting and
advising in the areas of advanced materials, nanotechnology,
applications engineering, strategic international marketing with
emphasis on middle east and commercialization of emerging
technologies for Orasi LLC. From 1983 to 2001, Mr. Squires, as
founder, served as President and Chief Executive Officer of
Aviation Composite Technologies, Inc., a company whose principal
business was the engineering, design, manufacture and
refurbishment of advanced composite aero structures (Aviation
Composite). Under Mr. Squires leadership, Aviation Composite grew
from zero to over 200 employees and operated a 100,000 square
foot state of the art facility. Aviation Composite was merged
with USDR Aerospace in 2001. From 1977 to 1983, he worked at
McDonnell Douglas Corporation, a company engaged in the business
of building advanced tactical fighter aircraft and space
vehicles, developing and adapting advanced materials for combat
aircraft applications.

Dr. Ghassan E. Jabbour is Director Professor
(Photonics, Printed/Flexible Devices, Displays Lighting, Smart
Textile Paper, Renewable Energy. Previously, he was a Director of
the Solar and Alternative Energy Science and Engineering Research
Center at KAUST (King Abdullah University of Science and
Technology) in Saudi Arabia. Prior to this Dr. Jabbour was the
Director of Flexible and Organic Electronics Development at the
Flexible Display Center (FDC) since 2006 and a Professor of
Chemical and Materials Engineering at Arizona State University
since 2006. He is also the Technical Advisory Board Leader on
Optoelectronic Materials, Devices and Encapsulation at FDC. He
has been selected to the Asahi Shimbun 100 New Leaders of the USA
and has received the Presidential Award for Excellence from the
Hariri Foundation in 1997. Dr. Jabbour’s research experience
encompasses flexible-roll-to-roll-electronics and displays, smart
textile, moisture and oxygen barrier technology, transparent
conductors, organic light emitting devices, organic and hybrid
photovoltaics, organic memory storage, organic thin film
transistors, combinatorial discovery of materials, nano and macro
printed devices, micro and nanofabrication, biosensors, and
quantum simulations of electronic materials. Dr. Jabbour attended
Northern Arizona University, the Massachusetts Institute of
Technology (MIT), and the University of Arizona. Dr. Jabbour is
an SPIE fellow.Prof. Jabbour has authored and co-authored over
300 publications, invited talks, and conference proceedings. He
is the editor of several books and symposia proceedings involving
organic photonics and electronics, and nanotechnology. Prof.
Jabbour is the guest editor of the MRS Bulletin issue on Organic
Photovoltaics. He is the Chair and/or Co-Chair of over 50
conferences related to photonic and electronic properties of
organic materials and their applications in displays and
lighting, hybrid photosensitive materials, and hybrid integration
of semiconducting and nanotechnology. Dr. Jabbour has scientific
and technical experience with the Company’s technology and
proposed products. Much of our technology development was
accomplished on site by Dr. Jabbour at the Arizona State
University labs. The foregoing scientific knowledge is an
important asset to a technology driven company and to Dr.
Jabbour’s presence on the Board of Directors of the Company.

Shane Squiresis currently a research analyst
with Invesco Real Estate (a subsidiary of Invesco Ltd.),engaged
in the business ofmanaging global investments indirect real
estate, real estate securities, infrastructure securities and
master limited partnerships (MLPs).Mr. Squires has held this
position withInvesco Real Estatespecializing in business
intelligence and data strategysince March 2016. Prior to this,
Mr. Squires held the position of Senior Economist at Realpage
Inc. Mr. Squires, who is the son of Stephen Squires, has aMasters
in Applied Economic Analysis and a Bachelor of Science in
Economics from the University of Texas at Arlington.

Daniel Carlson and Ray Martin each served on the Companys Audit
Committee and Compensation Committee. Daniel Carlson, Ray Martin
and Sriram Peruvemba each served on the Companys Nominating
Governance Committee. As of the filing date of this Form 8-K,
none of the committee vacancies have been filled by the newly
appointed directors.

Each of the directors, namely Sriram Peruvemba, Daniel Carlson
and Ray Martin entered into resignation agreements. Reference is
made to Item 1.02 for a description of the resignation agreement
of Sriram Peruvemba. Messrs. Carlsons and Martins resignation
agreements, provided among other things, for the vesting of
outstanding vested and unvested options/warrants totaling
1,150,000 shares and 691,660 shares, respectively.

About QUANTUM MATERIALS CORP. (OTCMKTS:QTMM)

Quantum Materials Corp. is a nanotechnology company. The Company specializes in the design, development, production and supply of nanomaterials, including quantum dots (QDs), tetrapod quantum dots (TQDs) and other nanoparticles. Its nanomaterials are used for a range of applications in televisions, displays and other optoelectronics, photovoltaics, solid state lighting, life sciences, security ink, battery and sensor sectors of the market. QDs are semiconductor nanoparticles between 2 and 10 nanometers (a billionth of a meter) in diameter. QDs emit light (fluorescence) or electrons when excited with energy, such as light or electricity. A high performance variant of QDs is TQDs. TQDs have a molecular configuration consisting of a center portion and four arms extending from the center that are equally spaced in three dimensions. The Company’s subsidiary, Solterra Renewable Technologies, Inc., is focused on the photovoltaic (solar cell) market.

QUANTUM MATERIALS CORP. (OTCMKTS:QTMM) Recent Trading Information

QUANTUM MATERIALS CORP. (OTCMKTS:QTMM) closed its last trading session up +0.0050 at 0.0930 with 319,661 shares trading hands.