At the request of the Company, the Former Auditor resigned as auditor of the Company

GRAY ROCK RESOURCES LTD. Suite 900 – 570 Granville Street Vancouver, BC V6C 3P1 Ph: (604) 682-3701 ♦ Fax: (604) 682-3600 www.grayrockresources.com ♦ [email protected]

February 15, 2013 TSX-V Trading symbol: GRK

CHANGE OF AUDITOR

Gray Rock Resources Ltd. (the “Company”) announces that it has changed its auditor from I. Vellmer Inc., Chartered Accountant (the “Former Auditor”) to Manning Elliott LLP, Chartered Accountants (the “Successor Auditor”) effective February 1, 2013.

At the request of the Company, the Former Auditor resigned as auditor of the Company effective February 1, 2013. The Board of Directors of the Company on the recommendation of the Company’s Audit Committee has appointed the Successor Auditor as the Company’s auditor in place and stead of the Former Auditor effective February 1, 2013 until the close of the next annual general meeting of the Company.

There were no reservations in the Former Auditor’s reports for the two most recently completed fiscal years or for any period subsequent to the most recently completed period for which an audit report was issued and preceding the date of the Former Auditor’s resignation. There are no reportable events between the Company and the Former Auditor.

The Notice of Change of Auditor, together with the letter from the Former Auditor and the letter from the Successor Auditor, has been reviewed by the Company's Audit Committee and its Board of Directors.

ON BEHALF OF THE BOARD

"David Wolfin"

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David Wolfin President & CEO

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This release contains statements that are forward-looking statements and are subject to various risks and uncertainties concerning the specific factors disclosed under the heading “Risk Factors” and elsewhere in the Company’s periodic filings with Canadian securities regulators. Such information contained herein represents management’s best judgment as of the date hereof based on information currently available. The Company does not assume the obligation to update any forward-looking statement.