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SWLF.V ·

GRAY ROCK Closes First Tranche of Non-Brokered Private Placement and Final Closing Extension

Financings

September 15, 2017 TSX-V Trading symbol: GRK

GRAY ROCK CLOSES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

AND FINAL CLOSING EXTENSION

Gray Rock Resources Ltd. (GRK: TSX.V, “ Gray Rock” or the “Company”) is pleased to announce that it has closed the

first tranche of its non -brokered private placement first announced on August 1, 2017 for aggregate gross proceeds

of $256,200.

The First Closing dated September 15, 2017 (the “Fir st closing”) consisted of 640,500 units at a price of $0.40 per

unit, for total gross proceeds of $256,200. Each unit consists of one (1) common share and one half (1/2) non -

transferrable share purchase warrant. Each warrant will entitle the investor to purchase one additional common

share in the capital of the Company at an exercise price of $0.60 for a term of one (1) year expiring on September

15, 2018.

The securities issued under the First Closing of this private placement are subject to a four month and one day hold

period, expiring on January 16, 2018.

The Company has paid a cash commission of 7% of proceeds from the funds r aised to Arm’s length finders who

subscribed for introductions, and is a registered broker or registered as an exempt mar ket dealer. T he Company

has also issued finder’s warrants to purchase common shares, equal to up to 7.0% of the number of units sold based

on the finder’s introduction, at an exercise price of $0.60 per share for a period of one (1) year expiring on

September 15, 2018.

The net proceeds of this Offering will be used for the drilling of the Hot Bath property and to maintain the

Company’s existing operations and general working capital requirements. The Hot Bath Property, located near

Dease Lake, British Columbia, comprises eleven mineral claims covering a total area of about 3,634 hectares.

In addition, the Company has extended the final closing date of this Private Placement until October 15, 2017.

For further information contact Gray Rock Resources Ltd . at (604) 682- 3701, or log onto our website at

www.grayrockresources.com

ON BEHALF OF THE BOARD

"David Wolfin"

_________________________________

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 conc erning 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 be st judgment as

of the date hereof based on information currently available. The Company does not assume the obligation to update any forward -looking

statement.

news release