Top Strike Resources : Q3 MD&A

Top Strike Resources Corp.

Management's Discussion & Analysis

Three and Nine Months Ended January 31, 2022 and 2021

The following Management's Discussion & Analysis ("MD&A") as provided by the management of Top Strike Resources Corp. ("Top Strike" or the "Company") should be read in conjunction with the Company's unaudited condensed interim financial statements and accompanying notes for the three and nine months ended January 31, 2022 and 2021 and audited financial statements and accompanying notes for the years ended April 30, 2022 and 2021. All financial measures are expressed in Canadian dollars unless otherwise indicated. Top Strike's MD&A and financial statements were prepared under International Financial Reporting Standards ("IFRS"). The reader should be aware that historical results are not necessarily indicative of future performance. The effective date of this MD&A is March 31, 2022.

Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. The Company's board of directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The board's audit committee meets with management on a quarterly basis to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters.

Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements. See "Forward Looking Statements" on page 8 of this report.

The reader is encouraged to review the Company's statutory filings onwww.sedar.com.

DESCRIPTION OF BUSINESS AND OVERVIEW

The Company trades under the symbol "VENI" on the Canadian Securities Exchange (the "CSE") and "TPPRF" on the OTCQB Venture Market ("OTCQB"), a US trading platform operated by the OTC Markets Group in New York.

The Company's principal place of business is located in Calgary, Alberta. The address of the Company's head office is Suite 310, 250 6th Avenue SW, Calgary, Alberta, T2P 3H7.

Prior to September 24, 2018, Top Strike Resources Corp. (dba Vencanna Ventures, "Vencanna" or the "Company") had no activity and had not earned significant revenues and was listed on the TSX Venture Exchange. The Company had previously focused on international and domestic oil and gas projects, but has expanded its scope to consider other industries as well.

On September 24, 2018, the Company announced the completion of a recapitalization financing, the appointment of a new management team and board of directors and commencement of trading on the Canadian Securities Exchange. The transactions have transitioned the Company from an oil and gas issuer to a merchant capital firm, rebranded as "Vencanna Ventures", providing capital to early-stage global cannabis initiatives including state compliant opportunities in the United States.

The full impact of the COVID-19 pandemic and jurisdictional policies put into effect to counter the virus (including social distancing and the closure of certain non-essential services) continues to be unknown at this time. Entering the quarter, a number of US states were reducing their restrictions, however recent surges in new variants during the quarter were widely reported, and localized restrictions were reimplemented. While the surge has subsided, and most states have opened up to their pre-pandemic levels, there is the

1

Top Strike Resources Corp.

Management's Discussion & Analysis

Three and Nine Months Ended January 31, 2022 and 2021

DESCRIPTION OF BUSINESS AND OVERVIEW (CONTINUED)

potential that new restrictions will be re-introduced in the event of future COVID-19 variant surges. It is important to point out, that while restrictions were in place, all U.S. states deemed access to medical cannabis an "essential" service, and most U.S. states deemed access to recreational cannabis an "essential" service. Further, many state jurisdictions worked with their local cannabis associations in designing safe strategies to maintain the delivery of cannabis to their respective patients and customers. However, there is no guarantee that under future disruptions cannabis will be deemed an "essential" service, nor how future policies will impact the US cannabis business.

The global cannabis industry continues to expand with demand increasing due to patient and customer growth, as well as new jurisdictions expanding their access to cannabis for both medical and recreational purposes. All of the November 2020 marijuana ballot initiatives were successful; Arizona, Montana, and New Jersey supported adult use legalization, Mississippi approved medical use, and South Dakota was the first state to approve medical and adult use simultaneously.

The Secure and Fair Enforcement (SAFE) of Banking Act was passed by Congress on September 25, 2019 and passed again on April 19, 2021, and the Marijuana Opportunity Reinvestment and Expungement (MORE) Act was passed by the House Judiciary Committee on Nov 20, 2019 and is expected to be put up for vote again in the House in Q2 2022. These bills, along with The Strengthening the Tenth Amendment Through Entrusting States (STATES) Act, are pieces of legislation seeking to reform cannabis laws in the United States. Even thought thirty-nine (39) senators have co-sponsored the SAFE Banking Act, including 8 Republicans, it and the other pieces of legislation continue to stall, in part due to procedural timelines, lack of political support, and/or competing bills. On July 14, 2021, Majority Senate Leader Schumer (D-NY), and Senators Wyden (D-OR) and Booker (D-NJ) laid out the framework for the Cannabis Administration and Opportunity Act (CAOA). While the narrowly focused SAFE Banking Act has the likely support to pass in the Senate, Senate Leader Schumer has publicly stated that he intends is to bring his CAOA bill to the floor in April 2022. In November Rep. Nancy Mace (R-S.C) sponsored the States Reform Act, a proposal to remove cannabis from the auspices of the federal Controlled Substances Act, and regulate cannabis similarly to alcohol. While there are a number of cannabis reform bills circulating, and cannabis acceptance in the U.S. continues to grow, including among republicans, actual timing of any U.S. federal cannabis reform is still unknown.

The Company derives 100% of its income from the cannabis industry in certain states in the United States which is illegal under the federal laws of the United States. However, the Company is not aware of any non-compliance by the Company or its investees that would be contrary, or illegal, under applicable state laws. While Management believes that the Company is on track to accomplish its stated business objectives, continued reform and global legalization of cannabis will create both greater opportunities, and potentially a more competitive environment for cannabis-based companies and its service providers thereby potentially affecting market conditions and hence affecting our foregoing milestones.

2

Top Strike Resources Corp.

Management's Discussion & Analysis

Three and Nine Months Ended January 31, 2022 and 2021

HIGHLIGHTS AND RECENT DEVELOPMENTS

On March 12, 2021, the Company announced it had entered into a loan agreement with the Cannavative Group LLC ("Cannavative") for US$2.0 million. Further, the Company announced that it had entered into an exclusive non-binding letter of intent with Cannavative (the "LOI"), pursuant to which the Company will acquire all the common shares in the capital of Cannavative in an all-share exchange through the issuance of an aggregate of 360,000,000 common shares. Further information and an update on this subject can be found under proposed transactions. On March 15, 2022, the maturity date of the loan was extended to September 9, 2022.

As at January 31, 2022, the Company reduced the carrying value of its 60% interest in Galenas New Jersey LLC to $Nil (from a carrying value of $59,450 at the beginning of the period). The Company continues to review opportunities for cannabis licenses in new markets, and in this regard has been working with community leaders and social equity owned organizations in their efforts to successfully enter this dynamic and expanding business. These grassroots initiatives have resulted in the group submitting recreational cannabis applications for cultivation, manufacturing and retail licenses in the state of New Jersey.

SUMMARY OF QUARTERLY RESULTS

The following financial data is selected information for the Company for the eight most recently completed financial quarters:

Quarter ended	Jan	Oct	Jul	Apr	Jan	Oct	Jul	Apr
31,	31,	30,	30,	31,	31,	31,	30,
2022	2021	2021	2021	2021	2021	2020	2020
(000's)	($)	($)	($)	($)	($)	($)	($)	($)
Revenue	154	294	510	1	(412)	138	(78)	950
Income (Loss) for the period	(124)	(290)	281	(301)	(663)	(135)	(253)	713
Income (Loss) per share	(0.00)	(0.00)	0.00	(0.00)	(0.00)	(0.00)	(0.00)	0.00
Total assets	9,801	9,957	10,130	10,009	10,464	10,790	10,873	9,294
Total liabilities	1,712	1,741	1,718	2,088	2,240	1,901	1,871	76

As of the date hereof, a major portion of the Company's business was derived from material ancillary involvement in US cannabis-related activities. As at January 31, 2022, 30% of the Company's assets and 100% of income was directly related to US cannabis activities.

RESULTS OF OPERATIONS

Financial results for the three months ended January 31, 2022 and 2021

The Company recorded a net loss of $(124,045), $0.00 per common share for the three months ended January 31, 2022 as compared to a net loss of $(663,014), $0.00 per share for the three months ended January 31, 2022.

Revenues for the three months ended January 31, 2022, were $151,270 (2021 - $(411,419)). Interest income was $124,833 (2020 - $142,842). The following changes in fair market value occurred in the quarter; unrealized foreign exchange gain (loss) $89,507 (2021 -$(203,260)) and unrealized loss on investments and

3

Top Strike Resources Corp.

Management's Discussion & Analysis

Three and Nine Months Ended January 31, 2022 and 2021

RESULTS OF OPERATIONS (CONTINUED)

derivative instruments of $63,070 (2020 - $351,000); including a $59,500 loss on investments and a $3,620 unrealized loss related to the change in fair market value of the convertible debenture.

Expenses for the three months ended January 31, 2022, were $275,315 (2021 - $251,596). General and administrative expense included, salaries and benefits of $158,423 (2021 - $145,077), professional fees of 53,548 (2021 - $6,727), interest and bank charges of $38,683 (2021 - $62,485), corporate communications expenses of $14,157 (2020 - $14,139) and other expenses of $10,504 (2021 - $23,168).

LIQUIDITY, FINANCINGS AND CAPITAL RESOURCES

At January 31, 2022, the Company had a cash balance of $6,844,639 (April 30, 2021 - $723,943) to settle current liabilities of $244,249 (April 30, 2021 - $186,363). As at January 31, 2022, the Company's cash increased by $6,120,697 from April 30, 2021 related to operating activates.

The Company has no commitments for property and equipment expenditures for fiscal 2022. The Company anticipates that any property and equipment expenditures based on future needs, will be funded from cash on hand and the issuance of equity securities.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The timely preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities and income and expenses. Accordingly, actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Critical judgments in applying accounting policies

The following are the critical judgments, apart from those involving estimations (see below), that management has made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognized in these financial statements.

Fair value of financial instruments

For Level 3 investments and complex instruments where quoted prices are not readily available the Company values its investments using recognized valuation models. Some or all of the significant inputs into these models may not be observable in the market, and are derived from market prices or rates or are

estimated based on assumptions. Valuation models that employ significant unobservable inputs require a higher degree of management judgment and estimation in the determination of fair value. In determining fair value for these types of instruments: the history and nature of the business; operating results and financial conditions; the general economic, industry and market conditions; capital market and transaction market conditions; contractual rights relating to the investment; comparable trading and transaction multiples, where applicable; and other pertinent considerations are taken into consideration. Adjustments to the carrying value of the investments may also be determined when there is pervasive and objective evidence of a decline in the value of the investment, as indicated by an assessment of the financial condition of the investment based on operational results, forecasts and other developments since acquisition.

4

Top Strike Resources Corp.

Management's Discussion & Analysis

Three and Nine Months Ended January 31, 2022 and 2021

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)

Although the Company believes that its estimates of fair value for Level 3 investments are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value.

Share-based payments

The Company measures the cost of its share-based payments to directors, officers, employees and consultants by reference to the fair value of the equity instruments at the date at which they are granted. The assumptions used in determining fair value include share price, expected lives of the options, risk-free rates of return, share price volatility and the estimated forfeiture rate. Changes to assumptions may have a material impact on the amounts presented.

ACCOUNTING POLICIES

The accounting policies used are consistent with those as described in Note 3 of the Company's financial statements for the year ended April 30, 2021.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

PROPOSED TRANSACTION - CANNAVATIVE

On March 12, 2021, the Company announced that it had entered into an exclusive non-binding letter of intent with Cannavative Group LLC ("Cannavative"), pursuant to which the Company will acquire all of the common shares in the capital of Cannavative in an all-share exchange through the issuance of an aggregate of 360,000,000 common shares of the Company at a deemed issuance price of US$0.05 per common share.

The proposed transaction is subject to, among other things, the execution of a definitive agreement between the Company and Cannavative (the "Definitive Agreement") and customary closing conditions. The proposed transaction is subject to the acceptance of the Canadian Securities Exchange, the approval of the shareholders of the Company and Cannavative, and Nevada state regulatory approval. While no assurances can be made, the Company and Cannavative remain committed to complete the transaction.

Related to the proposed transaction the Company entered into a loan agreement with Cannavative for US$2.0 million. The loan commenced on March 19, 2021. The maturity date of the loan is March 19, 2022 and on March 15, 2022 was extended to September 9, 2022. Prior to the execution of the Definitive Agreement, interest on the loan shall be 17.5% per annum. Upon execution of the Definitive Agreement, interest shall be reduced to 12.5% per annum. The loan will facilitate planned capital expansion initiatives or other uses as agreed by the Company.

Cannavative is a leading premium cannabis brand in the state of Nevada, producing a wide variety of flower extracted products, including its award-winning infused pre-roll, the Motivator, and one of Nevada's top selling vape brands, Resin8. Cannavative has deep penetration in the Nevada market as its products are sold in over 80% of the state's dispensaries and retail outlets. Cannavative is a multi-cup winner, and was named the top brand in Nevada by Leaflink in 2021 and was a gold and silver medalist at the 2020 Las Vagas Cannabis

5