Exhibit 2.1 -- Page 1

The Corporation shall acquire certain assets of Zoompass, namely assets identified and selected by the Corporation that relates to the Prepaid Business, as outlined in Schedule A for an aggregate purchase price of $400,000.00 (the "Purchase Price"). The Purchase Price will be paid as follows:

CDN $200,000 in cash (the "Cash Payment") to be paid on Closing by way of immediately available certified funds;

The Corporation shall not assume any liabilities or obligations of Zoompass Inc. contingent or otherwise.  Zoompass shall provide a notice to all of its vendors, issuers, processors, clients and any other party to whom it owes or may owe, whether anticipated or unknown, at any time that any debts owing as at Closing shall remain the liability of Zoompass.

Pending Closing of the Asset Purchase and subject to certain provisions of this Agreement, the Corporation and Zoompass shall each keep confidential any trade secrets or confidential

In the event that the parties have not executed and closed this Asset Purchase and have not agreed to extend the Closing date, each party shall return the Information received from the other party and any copies made thereof to the disclosing party.

The parties agree that the existence and terms of this Agreement are to be kept strictly confidential. No disclosure of this Agreement may be made by the Corporation or Zoompass without the prior written consent of the other party.

The commencement and completion of this Asset Purchase is subject to and conditional upon, the following conditions:

the Corporation and Zoompass shall have obtained all requisite board approvals;

no adverse material changes in the business affairs, or operations of Zoompass' s Stored Value Card business shall occur up to the completion of the Asset Purchase;

the Purchased Assets being free and clear of all encumbrances;

the parties entering into an indemnification agreement whereby Zoompass shall indemnify the Corporation, its officers, directors, employees and agents;

Zoompass shall assign all of its rights, title and interests in the purchased assets to the Corporation;

the consent of suppliers (as identified by the Corporation as being included in the asset purchase) to:

 

the consent of issuers (as identified and selected by the Corporation as being included in the asset purchase) to:

Zoompass will provide company access to all information, including balance information, concerning all of the accounts held by Zoompass and/or for the benefit of Zoompass' clients;

confirmation from the issuing bank(s) that any open account balances equal the amount of funds held at the issuing bank(s);

signed letter from Zoompass guaranteeing that all prepaid programs are prefunded with the issuer with no deficit at Closing. Any funding surplus as it pertains to client balances at Closing shall remain the property of Zoompass.  Any funding deficit as it pertains to client balances at Closing shall remain the liability of Zoompass.

if applicable, the compliance of Zoompass with respect to the Bulk Sales Act (Ontario) or obtained waivers from any lenders or creditors of Zoompass waiving the provisions of the Bulk Sales Act (Ontario) that require that adequate provision be made for the immediate payment in full of the amounts owed to them by Zoompass;

Zoompass' agreement that the Corporation may engage Zoompass employees at their cost after Closing to support the transition of the Prepaid Business;

Zoompass' agreement to support the transition of all assets to the Corporation in a timely and efficient manner;

Zoompass agreeing to enter into a non-competition and non-solicitation agreement with the Corporation whereby for a period of three years following the Asset Purchase Zoompass:

will not directly or indirectly be engaged in any business or undertaking that is competitive with the Purchased Assets in Canada ; and

will not directly or indirectly solicit any employees of the Corporation for employment by such party or any undertaking with which such party is associated, or solicit the customers/clients of the Corporation.

Each party agrees to pay its own expenses with respect to this proposed transaction.

The closing date will be on or before March 12, 2018 (the "Closing") or such other date as mutually agreed between the parties.

For a period of 30 days from the date of this Agreement or until Closing, Zoompass agrees to work exclusively with the Corporation, and agrees to cause its officers, directors, advisors, representatives and affiliates not to, directly or indirectly solicit or commence, enter into or continue discussions or negotiations with respect to proposals or offers related to the sale of the Assets. Provided that the Corporation provides written notice that they have decided to not proceed with the proposed transaction, Zoompass will no longer be subject to the provisions of this paragraph.

All agreements between Zoompass and customers;

Agreements between Zoompass and issuer(s) (as identified and selected by the Corporation as being included in the asset purchase);

Agreements between Zoompass and suppliers (as identified and selected by the Corporation as being included in the asset purchase);;

Agreements with Zoompass and processor(s) (as identified and selected by the Corporation as being included in the asset purchase);

All necessary bank accounts;

All intellectual property rights;

All internet domains;

All web and mobile application platforms, technology and source code;

All servers and hardware;

Existing prepaid card programs (as identified and selected by the Corporation as being included in the asset purchase);;