Vencanna Ventures Announces Agreement to Divest of Vencanna NJ LLC

(TheNewswire)

November 27, 2025 - Calgary, Alberta – TheNewswire - Vencanna Ventures Inc. (the " Company"or "Vencanna ") (CSE:VENI) announcesthat the Company has entered into a definitive sale agreement with anarm’s length purchaser (the “Purchaser”) to sell its 95%membership interest in Vencanna NJ LLC , aspecial purpose company that has applied for a Class 5 retail licensefor a proposed retail site in Bellmawr, NJ. All financial amounts are expressed in U.S. dollars unlessotherwise indicated.

Under the terms of the agreement, the totalconsideration payable by the Purchaser to Vencanna for its membershipinterest in Vencanna NJ is $1,250,000, plus cash reimbursement ofcertain deposits amounting to approximately $135,000 (the“Reimbursement”), plus an earnout of up to $250,000.  Thetransaction is expected to close in 90 to 120 days, subject tocustomary closing conditions, including municipal and state approval. Each party is responsible for their respective transaction costs.

At closing, the Company will receive $1,000,000 cash,plus the Reimbursement, plus $250,000 Promissory Note due in six (6)months from the closing date.  In addition, the Purchaser shall paythe Company an earnout amount equal to ten percent (10%) of its netrevenues in excess of $7,500,000 during the highest grossingconsecutive 12 months during the first 18 months of operations, cappedat $250,000.

The Company intends to add the net proceeds from thetransaction to its cash on hand. The Company has not allocated theproceeds to any specific use other than for working capital purposes,nor does the Company at this time have material commitments orimmediate plans related to the deployment of such funds.

The Company also announces that, as of October 3, 2025, TGC New Jersey LLC’s ("TGC") hasexited its lease in Cinnaminson NJ, and that the Company has beenreleased of its guarantee of the lease at no further costs.  This hassignificantly reduced the Company’s financial obligations goingforward.   While New Jersey is an attractive state to operate, newcapital for the cannabis industry has continued to be quitechallenging and the Company made the strategic decision to monetizeits interests thereby relieving the Company of its obligations andfuture expenditures.

About Vencanna

On September 24, 2018, the Company completed arecapitalization financing, appointed a new management team and boardof directors, and commenced trading on the CSE as an investmentissuer. The transactions transitioned the Company from an oil and gasissuer to a merchant capital firm, and rebranded as "VencannaVentures".

On April 30, 2024 Vencanna acquired Cannavative, acultivation and extraction company in the state of Nevada. Cannavative was established in 2016, and began operations in 2017. The acquisition of Cannavative transitioned the Company from amerchant capital firm to an operating company. Cannavativeoperates out of a 7,500 square-foot facility and offers over 150 SKUs,spanning a wide range of high-quality concentrate and pre-roll productofferings.

Vencanna is dedicated to offering investors adiversified, high-growth cannabis investment strategy, with aparticular focus in the Unities States of America.  It proposes toachieve this through strategic investments, grass roots developments,and acquisitions spanning the cannabis value chain.

For further information regarding this news release,please contact:

Vencanna Ventures Inc.

David McGorman

Chief Executive Officer and Director

info@vencanna.com

Reader Advisories

Neither theCanadian Securities Exchange nor the Market Regulator (as that term isdefined in the policies of the CSE) accepts responsibility for theadequacy or accuracy of this news release.

Forward-Looking Statements

This news release may include "forward-lookingstatements" which reflect the Company's current expectationsregarding the future results of operations, performance andachievements of the Company, including but not limited to: thebusiness plan of the Company; the expected completion of thedisposition of Vencanna NJ LLC, including the terms and the timingthereof; and the intended use of proceeds from the disposition. Whenused in this news release, the words "will,""anticipate," "believe," "estimate,""expect," "intent," "may,""project," "should," and similar expressions areintended to be among the statements that identify forward-lookingstatements. The forward-looking statements are founded on the basis ofexpectations and assumptions made by the Company, includingexpectations and assumptions concerning the satisfaction of allconditions to the completion of the disposition of Vencanna NJ LLC.Forward-looking statements are subject to a wide range of risks anduncertainties, including the risk that the disposition will not becompleted on the terms anticipated or at all, including due to aclosing condition not being satisfied, and although the Companybelieves that the expectations represented by such forward-lookingstatements are reasonable, there can be no assurance that suchexpectations will be realized.

Any number of important factors could cause actualresults to differ materially from those in the forward-lookingstatements including, but not limited to, changes to global cannabislaws, how the developing U.S. legal regime will impact the cannabisindustry, the ability of the Company to implement its corporatestrategy, the state of domestic and international capital markets, theability to obtain financing, changes in general market conditions andother factors more fully described from time to time in the reportsand filings made by the Company with securities regulatoryauthorities. Except as required by applicable laws, the Company doesnot undertake any obligation to publicly update or revise anyforward-looking statements.

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