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SWLF.V ·

GRAY ROCK Resources Ltd. Announces Debt Settlements

Share Capital & Compensation

August 14, 2020

GRAY ROCK RESOURCES LTD. ANNOUNCES DEBT SETTLEMENTS

VANCOUVER, B.C., August 14, 2020: Gray Rock Resources Ltd. (TSX-V: GRK) (“Gray Rock” or the “Company”)

announced today that it has entered into debt settlement agreements with two of its principal creditors, Oniva

International Services Corp. (“Oniva”), which provides administrative services to the Company, and Intermark

Capital Corp. (“ Intermark”), which provides management services to the Compan y, through the Company’s

President & CEO, David Wolfin. Oniva is a private company also controlled by David Wolfin.

The Company will settle an aggregate of $330,317.58 in indebtedness , for the provision of administrative

services and costs incurred on behalf of the Company by Oniva ($283,067.58), as well as accrued management

consulting fees owed to Intermark ($47,250.00) for the period from September 2018 to February 2020, in

exchange for the issuance of a total of 1 ,651,587 common shares at a deemed price of $0. 20 per share. The

proposed debt settlements are subject to the acceptance of the TSX Venture Exchange. The shares will be

subject to resale restrictions for a period of 4 months and a day from their date of issuance.

As mentioned above, Oniva and Intermark are private companies controlled by David Wolfin, who also holds

indirectly a control position in Gray Rock, and is its President & CEO and a director . The debt settlements are

therefore “related party transaction s” within the meaning of Multilateral Instrument 61 -101, however, the

Company can rely upon the exemptions from the requirements of a formal valuation and majority of the

minority approval afforded by sections 5.5(b) and 5.7(b) respectively.

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

at www.grayrockresources.com

ON BEHALF OF THE BOARD

"David Wolfin"

David Wolfin

President & CEO

Neither the 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 news release.

news release