Entry into a Material Definitive

Share Exchange Agreement

Effective April 21, 2020, Zoompass Holdings, Inc. (the "Company") entered into that certain Share Exchange Agreement (the "Share Exchange Agreement") by and among the Company, Blockgration Global Corp., an Ontario corporation ("


"), and the shareholders of BGC (the "BGC Shareholders"). Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of BGC held by the BGC Shareholders for shares of common stock of the Company. At the Closing Date, the Company issued to the BGC shareholders (i) fifty million (50,000,000) newly issued shares of the common stock, $0.001 par value, (the "

ZPAS Stock

"), and (ii) warrants to purchase seventy-five million (75,000,000) shares of common stock at an exercise pric e of $0.25 per share, valid for three years.

As a result of the Share Exchange Agreement and the other transactions contemplated thereunder, BGC will become a wholly owned subsidiary of the Company.

The above description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement, which is attached here to as Exhibit 2.1 to this Current Report on Form 8-K.

Item 5.01 Changes in Control of Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

As more fully described in Item 1.01 above, the Company will issue approximately 50,000,000 Shares of the Company's common stock to the BGC Shareholders in exchange for 100% of the issued and outstanding shares of the capital stock of BGC, together with shares issuable upon exercise of the Warrants, which constitutes approximately 40% percent of the currently issued and outstanding shares of the Company's common stock.

Related Party Transactions

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

2.1 Form of Asset Purchase Agreement, effective as of April 20, 2020, by and among Zoompass Holdings Inc., Blockgration Global Corp., and the shareholders of Blockgration Global Corp.*

* The copies of the Agreement filed herewith have been redacted to remove certain confidential information. We intend to file a confidential treatment request with the Commission regarding this information.

April 21, 2020

By: /s/ MannyBettencourt




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Other recent filings from the company include the following:

Financial Statements and - June 22, 2020

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