PROVIDING CAPITAL TO THE WORLD’S FASTEST GROWING INDUSTRY

September 2019

Disclaimer

This corporate presentation contains “forward-looking statements”, within the meaning ofapplicable Canadian securities laws . Forward-looking statements can be identified by the use ofwords, such as “anticipates”, or “believes”, “budget”, “estimates”, “expects” or “is expected”,“forecasts”, ”intends”, “plans”, “scheduled”, or variations of such words and phrases or statethat certain actions, events or results “could”, “may”, “might”, “will”, “would”, or be taken,occur or be achieved. These forward-looking statements relate to, among other things, ourfuture results, levels of activity, performance, goals or achievements, returns on investmentprospects, regulatory conditions, investment strategy, dividends, use of proceeds and otherfuture events. These forward-looking statements are based on current expectations and variousassumptions and analyses made by us in light of our experience and our perceptions of historicaltrends, current conditions and expected future developments and other factors we believe areappropriate in the circumstances. These forward-looking statements involve known andunknown risks, uncertainties and other factors that may cause actual results or events to differmaterially from those anticipated in our forward-looking statements. Readers should refer toSEDAR for more information, in particular the risk factors described in the Company’s corporatelisting statement therein under the heading “Risk Factors”, which is available under Top StrikeResources Corp’s profile at www.sedar.com.

These factors may cause our actual performance and financial results in future periods to differmaterially from any estimates or projections of future performance or results expressed orimplied by such forward-looking statements. Forward-looking statements do not take intoaccount the effect that transactions or non-recurring or other special items announced oroccurring after the statements are made have on our business. For example, they do not includethe effect of asset impairments or other charges announced or occurring after the forward-looking statements are made. The financial impact of such transactions and non-recurring andother special items can be complex and necessarily depends on the facts particular to each ofthem.

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We believe the expectations represented by our forward-looking statements arereasonable, yet there can be no assurance that such expectations will prove to becorrect. The purpose of the forward-looking statements is to provide the reader witha description of management’s expectations regarding our anticipated financialperformance and may not be appropriate for other purposes. Furthermore, unlessotherwise stated, the forward looking statements contained in this presentation aremade as of the date of this presentation and we do not undertake any obligation toupdate publicly or to revise any of the included forward-looking statements, whetheras a result of new information, future events or otherwise unless required byapplicable legislation or regulation. The forwardl ooking statements contained in thisdocument are expressly qualified by this cautionary statement. The presentationunder no circumstances is the be construed to be an offering of securities. Neitherthis presentation, nor its delivery to a recipient shall constitute an offer to sell, or thesolicitation of an offer to buy. It is provided solely for use by prospective investors inconsidering their interest.

This presentation is not an offer of the securities for sale in the United States. Thesecurities have not been registered under the U.S. Securities Act of 1933, as amended,and may not be offered or sold in the United States absent registration or anexemption from registration. This presentation shall not constitute an offer to sell ofthe solicitation of an offer to buy nor shall there by any sale of the securities in anystate in which such offer, solicitation or sale would be unlawful.

Mission:

Vencanna aims to provide capital, liquidity and expertise to early

stage jurisdictionally compliant cannabis initiatives thereby

providing our investors with a high growth cannabis investment

strategy.

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Key Drivers – The Path Forward

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State Compliant

Utilize our Strong Balance Sheet

Value Add Opportunities

First Mover Advantage

Quality and Operational Excellence

Who We Are – Executive Team

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25 years of experience in the financial services and investment banking industry having participated in over

$12 billion in transactions; including private and public equity issues, debt placements, M&A advisory

services and restructuring assignments.

Held senior positions at US and Canadian financial service firms, including the CEO of Jennings Capital Inc.

and Vice Chairman of Mackie Research.

Hon’s B.Sc. (Theoretical Physics) from the University of Guelph and a M.B.A. from the DeGroote School of

Business (McMaster University).

David McGormanCEO & Director

10 years of global financial market and trading experience.

Led Venexo Capital’s cannabis efforts as Director of Healthcare, placing over 20 cannabis investments.

Previously Director of Trading at Auspice Capital, a quantitative and systematic investment fund.

Bachelor of Applied Business majoring in Finance (Hons).

Jason EwasuikVice President, Originations

Jon SharunExecutive Chairman & CFO

18 diverse years of international investment, real estate, branding and business development experience.

Founder and Managing Partner of Venexo Capital, a boutique private equity firm that has raised in excess

of $100 million in healthcare, hospitality and real estate. Venexo has been an early investor into the

medical marijuana sector having placed over 40 investments.

Currently sits on the Honorary Governor’s Council of the Vancouver Foundation, past Chairman of Hastings

Crossing BIA and is an active public speaker at events such as the World Entrepreneur Forum.

A Forty under 40 winner with a CPA and a MBA from the UBC Sauder School of Business.

Who We Are – Independent Directors

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Prior CEO of HIKU Brands and founder of Tokyo Smoke (HIKU recently sold to Canopy Growth for ~$300

million). A founding member of Google's first Global Business Strategy team and was formerly a

Management Consultant at Oliver Wyman in New York. A B. Comm graduate (Dean’s List) from the Richard

Ivey School of Business, Western University.

Alan GertnerDirector

Currently President, CEO and founder of HighArchy Cannabis Group. Former founder and EVP of Keirton Inc.

(provider of the world’s fastest and most dependable cannabis harvesting machines. Twister Trimmer™) and

a co-founder of Lift, Canada’s largest database of comprehensive medical marijuana reviews left by real

patients.

Matt ChristophersonDirector

W. Scott McGregorDirector

20-year investment banking professional. Recently served as Executive Vice President and director of

Merrco Payments, a secure payment gateway that provides a fully customizable method to regulate a

direct-to-consumer cannabis mail-order system in Canada. B.Comm from Queens University and a M.B.A.

from Rotman School of Business (University of Toronto).

J. Smoke WallinDirector

Chairman of Vertical Companies and the CEO of Vertical Wellness. He previously served as Chairman and

President of the Wine and Spirits Wholesalers of America. Prior to joining Vertical, Smoke helped build

National Wine & Spirits (now part of RNDC) into one of the largest distributors of beer, wine, and spirits in

the U.S., with over $1 billion in beverage sales serving more than 36,000 retail accounts. He is a frequent

speaker at global cannabis and CBD conferences as well as being a guest speaker at the likes of Cornell,

Dartmouth, USC, and Vanderbilt. Mr. Wallin holds an MBA from Vanderbilt University and a BS in

Agricultural Economics from Cornell University.

Team Strengths & Expertise

Transaction

Deal Sourcing

Capital Markets

Operations

IndustryStrong track record as investor and founder of cannabis companies

Operating experience throughout the value chain; cultivation, processing, product placement, and distribution

Over 100 years of combined corporate finance, capital markets, and direct investing experience

A large and growing network throughout North America within industry, regulatory, buy side, and sell side contacts

$ Billions in equity raised, acquisitions structured, and projects financed

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Vencanna continues to

evaluate opportunities with

a focus on U.S. operations

and initiatives

Timeline to Current

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Sept 2018

Oct 2018

Jan 2019

May 2019

July 2019

September 24, Top Strike (i) raised

$7.2 million through a private

placement (ii) de-listed on the Venture

and listed on the Canadian Stock

Exchange (VENI:CSE), and (iii)

replaced the management and board

of directors

Oct 19, Top Strike closes its

second financing tranche of $2.4

million for aggregate gross

proceeds of $9.6 million

Top Strike commences business

as Vencanna Ventures (d.b.a.)

January 30, 2019 Vencanna

announces a strategic bridge loan

of $3.25 million to Ionic Brands

(formally Blacklist Holdings Inc.)

In addition, Vencanna and Ionic

Brands enter into an exclusivity

period.

Late May 2019 Vencanna is repaid $3.25

million from the loan to Ionic Brands

along with $0.286 million in interest and

2.6 million warrants at $0.55/share

Vencanna announces exclusivity period

with Ionic Brands has expired and no

further transactions between the parties

is expected

Oct+

July 22, 2019 Vencanna makes

a strategic loan to Vertical

Companies for C$4mm (90 days

with 30 day extension periods)

Smoke Wallin, Chairman of

Vertical, joins Vencanna’s BOD

Vertical Companies

• Indoor cultivation, extraction & distribution on a 29 acre campus in Needles CA

• One 40,000 sf. cultivation facility with 1,000 lights and two 20,000 sf. cultivation facilities with 625 lights each

• 6,400 sf. Extraction & processing facility with volatile & non-volatile extraction licenses

• Two 20,000 sf. cultivation facilities ready to build, city-permitted

• Five 20,000 sf. cultivation facilities for future expansion

• 4,500 sf. & 2,400 sf. warehousing and distribution facility with planned expansion

• Brand portfolio with 35+ wholly owned brands along with additional brand partnerships

• Successfully closed on $58mm Series A financing round March 31, 2019 bringing the total amount raised to $65mm since inception

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Capitalization (1)

• Listing: VENI:CSE

• Shares Outstanding(2): 186.0 million

• Warrants Outstanding(3): 117.7 million

• Options Outstanding(4): 12.5 million

• Net Working Capital: $8.4 million

(1) As of July 31, 2019

(2) Subject to change. On September 10, 2019 the Company announced it’s Normal Course

Issuer Bid, where the Company may purchase up to 5% of its issued and outstanding

common shares

(3) Average strike price of $0.074

(4) Average strike price of $0.06.

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Insiders aligned with Shareholders with 16% ownership (22% F.D.)

Market Overview

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Global Cannabis Market

➢ Cannabis continues to expand globally as countries such as Germany and Australia implement cannabis for medical purposes

➢ In 2018, cannabis companies raised US$13.8 billion and completed more than 300 M&A deals

➢ Legal global cannabis spending is projected to reach US$32 billion in 2022 from US$9.5 billion in 2017 representing CAGR of 27.5%

➢ 30+ countries have a legal cannabis program in place with support growing in more countries globally (in June 2019, Ireland signed legislation allowing medical cannabis on a pilot basis for 5 years)

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➢ In February 2019, the World Health Organization recommended to the UN’s Committee on Narcotic Drugs rescheduling cannabis for the purposes of international drug treaties and trade

➢ The US is by far the world’s most dominate cannabis country

U.S. Cannabis Market – World’s Largest

36MEDICALLYLEGAL STATES

74%OF THE U.S POPULATION NOW LIVES IN A STATE WHERE CANNABIS HAS BEEN LEGALIZED

11ADULT USE

STATES + D.C.

$75BU.S. TOTAL ECONOMIC IMPACT BY 2030

Sources: Arcview GroupSources: Marijuana Business Factbook 2019

➢ June 2018 – Oklahoma legalizes medical cannabis

➢ November 2018 – Utah and Missouri legalize medical cannabis

and Michigan legalizes adult-use

➢ May 2019 – Illinois legalizes adult-use

➢ Potential Rec - 2020 ballot for AZ & FL, and legislative agenda for NY, NJ, PA. and CT

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U.S. Market Developments

➢ The departure in late 2018 of Jeff and Pete Sessions, two politicians adamantly against marijuana, opens the political landscape for progressive reform

➢ The Farm Bill gets signed into law in December 2018, taking CBD off the controlled substances list

➢ Progressive attitude towards cannabis continues - 66% support recreational legalization including for the first time republican support above 50%

➢ 61 cannabis bills have been filed in the first 7 months of the 116th Congress

➢ Bipartisan support in both the House and Senate to reform federal marijuana laws

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➢ June 2019 – Congress expands the original Rohrabacher-Farr amendment (denying funds to the DOJ to prosecute medical cannabis state compliant operations) to include state compliant recreational cannabis operations.

➢ July 29, 2019 – NY decriminalizes marijuana possession and enables those with prior cannabis convictions to have their records expunged

➢ September 25, 2019 – The House of Representatives passed the SAFE Banking Act with a vote of 321 – 103

➢ October 12, 2019 – California Gov. Gavin Newsom signs Assembly Bill 37 allowing California cannabis businesses to deduct expenses on state income tax returns no longer subjecting them to state 280E

Global Cannabis Index – Volatility!

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1. Aug. 15, 2018 -Constellation invests $5 billion into Canopy Growth

2. MedMen bought deal repriced $120mm to $75mm

3. Aphria short seller report

4. Altria invests $2.4 billion into Cronos Group for 45%

5. Canopy Growth announces the right to acquire 100% of Acreage for $4.6 billion

6. Bruce Linton steps down as Co-CEO and Board Member of Canopy Growth

7. CannTrust receives a non-compliant report from Health Canada

8. Flowr’s $125 mm raise reduced to $43.5mm

9. 7th Vape related death, 2nd in California

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Vencanna Ventures

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PROHIBITION IS ENDING… The best opportunity to invest in U.S Cannabis is now

Exclusively positioned in the high growth and highly fragmented US Cannabis market

INFO@VENCANNA.COM