Grapefruit USA, Inc. (OTCQB: GPFT) (“Grapefruit” or the “Company”), a premiere, fully licensed California-based cannabis company, today provides further updates to its March and May 2021 announcements concerning its discussions with a Canadian cannabis company regarding development of a memorandum of understanding (“MOU”) setting forth terms under which the parties could enter into a joint venture to jointly manufacture, distribute and market Grapefruit’s products, including, but not limited to, Grapefruit’s patented disruptive Hourglass™ THC/cannabinoid time-release delivery cream throughout Canada.

In February, the Company signed a memorandum of understanding (the “MOU”) with the Canadian partner setting forth the general terms of their agreement to form a new joint venture corporation to manufacture and distribute Grapefruit’s patented, disruptive Hourglass THC/cannabinoid products throughout the Commonwealth of Canada, including on Indian reservations and Canadian First Nation lands. The Company’s March 8, 2021, announcement further noted that the Canadian partner duly noticed and set a special shareholder’s meeting to consider the proposed joint venture and other corporate matters.

Subsequent to March 8, 2021, the Canadian partner’s shareholder’s meeting was delayed and ended up being held on April 29, 2021. At that meeting, the Canadian partner’s shareholders elected five directors and approved appointment of a new CEO and CFO. The Canadian partner’s shareholders also approved the acquisition of a Canadian-based hemp cultivator. Since the aforementioned corporate actions (the “Corporate Actions”) triggered a change in control of the Canadian partner, the Corporate Actions require acceptance for filing by the Canadian Stock Exchange (the “CSE”), which has been pending since April. Discussions between the Company and the Canadian partner have continued during the course of these activities; however, execution of a formal joint venture agreement and further acquisition discussions were postponed pending acceptance of the filing and approval of the Corporate Actions by the CSE. The Canadian partner received conditional approval of the Corporate Actions on Aug. 27, 2021. The Canadian partner has informed the Company that it expects the Corporate Actions to be finalized on or before Oct. 1, 2021, at which point the Canadian partner’s shares will resume trading. At such point, the Company expects to resume negotiations with the Canadian partner concerning the proposed joint venture. There can be no assurances that this timetable will be met.       
                    
Bradley J. Yourist, Grapefruit CEO, commented, “While Grapefruit is, of course, frustrated by the delays occasioned by our counterpart’s Corporate Actions (which were in progress before our discussions commenced), we believe it was in the best long-term interests of Grapefruit and its shareholders to accept a pause while the Canadian partner concluded its Corporate Actions. Now, we expect to move forward in October. As we have stated before, a joint venture may precede without precluding an acquisition. Execution of the MOU moved the entire process forward, as we now more clearly understand each other’s overall goals and priorities as well as the capital requirements and legal, regulatory and logistical challenges of finalizing a joint venture and/or an acquisition. We now expect to bring the process forward to the point of making a decision in the next 30-60 days. Once again, that being said, we wish to emphasize that the discussions reported here, although substantive and largely positive, remain in the MOU and pre-definitive agreement stage as a result of the delay from April 2021 to the present and may be subject to termination at any time. Grapefruit will continue to update the public as necessary on any material joint venture or acquisition developments as events proceed.”        

To learn more about Grapefruit’s new sustained-release Hourglass™ THC + Cannabinoid Topical Delivery Cream, please watch this promotional video, https://www.youtube.com/watch?v=6cU9MJMgH1w&feature=youtu.be, and visit our website at:
https://grapefruitblvd.com/hourglass/

For investor information, please visit our website at:
https://grapefruitblvd.com/investor-relations/

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About Grapefruit

Grapefruit’s corporate headquarters is in Westwood, Los Angeles, California. Grapefruit holds California permits and licenses to both manufacture and distribute cannabis products in the Golden State. Grapefruit’s extraction laboratory and manufacturing and distribution facilities are located in the industry-recognized Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, located on the extension of North Canyon Road, approximately 14 miles north of downtown Palm Springs. To obtain further information on Grapefruit and its operations, please visit the Company’s website at https://grapefruitblvd.com/.

Safe Harbor Statement
        
Grapefruit cautions that any statement included in this press release that is not a description of historical facts is a forward-looking statement. Many of these forward-looking statements contain the words "anticipate," "believe," "estimate," "may" "intend," "expect" and similar expressions. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties inherent in Grapefruit’s business, including, without limitation: the Company may not ever obtain additional funds necessary to support its business development and growth plans; and the Company may not ever achieve the market success to reach or sustain a profitable business. In addition, there are risks and uncertainties related to economic recession or terrorist actions, competition from much larger cannabis companies, unexpected costs and delays, potential product liability claims and many other factors. More detailed information about Grapefruit and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended Dec. 31, 2021, its Quarterly Report on Form 10-Q for the period ended June 30, 2021, and its Registration Statement on Form S-1 filed on Aug. 23, 2021. Such documents may be read free of charge on the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Grapefruit undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

Investor Relations Contact:
Bradley Yourist
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18776 Blue Dream Crossing, Unit LL1 53-07
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(760) 205-1382
https://grapefruitblvd.com/

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