Zoompass Holdings, Inc. (OTCPK:ZPAS) entered into share exchange agreement to acquire Blockgration Global Corp. on April 20, 2020. Zoompass will issue 50 million shares of the Zoompass'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 Zoompass's common stock. As part of the consideration 25 million shares and 6.25 million warrants will be issued at closing. Another 25 million shares and 6.25 million warrants will be issued at closing and released from escrow, within 60 days after the end of each fiscal quarter in 2020 which shall be paid as follows: 8.33 million shares and 2.08 million warrants each for the fiscal quarter ended June 30, 2020, for the fiscal quarter ended September 30, 2020 and for the fiscal quarter ended December 31, 2020 respectively subject to achievement of gross minimum revenue milestone. The company will also issue 62.5 million cashless warrants to be issued at close and released from escrow within 90 days after the end of 2021 fiscal year, subject to achievement of gross minimum revenue milestone. Each warrant is exercisable into one common share of the company at an exercise price of $0.25 within three years of the issue date. In addition, an aggregate of up to 10 million shares and warrants to purchase 10 million shares are issuable as the Bonus Shares and Warrants at the end of the 2020 and 2021 fiscal years, subject to certain revenue milestones. As of May 29, 2020, the Share Exchange Agreement has been amended pursuant to which Zoompass reduced its share issuance under the Amended Share Purchase Agreement from 50 million newly issued shares of Zoompass to 41.3 million shares and warrants to purchase 75 million shares of common stock to warrants to purchase 56.2 million shares of common stock. 50% of 41.3 million newly issued common shares will release upon closing and the balance will be released upon meeting certain revenue milestones. Further, Zoompass will also issue bonus shares and share purchase warrants to AMP Marketing Inc., or its designees on a pro rata basis after the end of each applicable fiscal year, upon achievement of certain operational milestones within a defined time period. The 2020 Bonus shares consist of 5 million shares and 5 million warrants and 2021 Bonus shares consist of 5 million shares and 5 million warrants. Post acquisition, Blockgration Global Corp will become a wholly owned subsidiary of Zoompass.