GRAY ROCK Closes Acquisition of Surprise Lake Properties
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 23, 2017 TSX-V Trading symbol: GRK
GRAY ROCK CLOSES ACQUISITION OF SURPRISE LAKE PROPERTIES
Gray Rock Resources Ltd. (GRK: TSX.V, “Gray Rock” or the “Company”) is pleased to announce that
further to its press release d ated September 30, 2016 it has entered into and closed a definitive agreement (the
“Agreement”) with DeCoors Mining Corp. (“ DeCoors”) to acquire the Surprise Lake Property, located near
Atlin, British Columbia, consisting of 33 mineral claims, and covering an area of 5,144 hectares, more or less.
The Agreement also includes five other early -stage mineral exploration properties, comprising a further 49
mineral claims, all located in British Columbia, near the Surprise Lake Property. In consideration of the
acquisitions, the Company has issued to DeCoors or its nominees 4.0 million common shares (the “ Gray
Rock Shares”), and has reimbursed DeCoors $30,000 for its location and exploration costs on the Surprise
Lake Property. In addition, DeCoors will retain a 1.5% net smelter returns royalty (the “NSR”) on each of the
purchased properties, until the Company has paid $2.0 million under the NSR on any property placed into
commercial production. Each NSR will be subject to the Company’s exclusive option to purc hase all of any
part of the NSR at any time at the rate of $666,667 for every one -third of a NSR (i.e., 0.5% NSR), or $2.0
million in the aggregate for the total NSR.
One of the properties, the Palm Springs property, is also subject to a prior option ag reement (the “Palm
Springs Option Agreement”) granted by DeCoors to Garibaldi Resources Corporation (“ Garibaldi”), wherein
Garibaldi has the right to acquire up to 95% of the Palm Springs property, subject to a 2% net smelter returns
royalty reserved to DeCoors. DeCoors has assigned all its interests in the Palm Springs Option Agreement to
the Company under the terms of the Agreement.
As part of the Agreement, John Buckle, P. Geo., P. Geoph., has been appointed to the board of directors of the
Company as the nominee of DeCoors. In addition, DeCoors will have the right to nominate one (1) additional
director to the board of the Company at the next annual general meeting of the Company.
Mr. John Buckle has a long history of geophysical and geological expl oration work and was responsible for
the discovery of several important mineral deposits. He has more than 40 years of experience as field
geologist, geophysicist, exploration consultant and company executive; and has served as president of the
Association of Professional Geoscientists of Ontario. Mr. Buckle will provide guidance and evaluation of
exploration work on all Gray Rock’s properties.
The Gray Rock Shares will be subject to a hold period restricting resale until June 22, 2017, and in addition,
DeCoors and its nominees have voluntarily agreed to pooling restrictions for the automatic release from escrow of
the Gray Rock Shares in four instalments as follows: (i) 20% of the original number of shares will be released
from escrow after four (4) months from the transaction date, or on June 21, 2017; (ii) 10% of the original number
of shares will be released from escrow after twelve (12) months from the transaction date, or on February 21,
2018; (iii) 35% of the original number of shares will be released from escrow after twenty-four (24) months from
the transaction date, or on February 21, 2019; and (iv) the last 35% of the original number of shares will be
released from escrow after thirty-six (36) months from the transaction date, or on February 21, 2020.
Gray Rock also wishes to announce that it has granted incentive stock options for the purchase of 1,465,000
shares at a price of $0.39 per share exercisable on or before February 23, 2022 to directors, officers,
consultants, and employees of the Company. The options are subject to the Company’s stock option plan.
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 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 informati on
currently available. The Company does not assume the obligation to update any forward-looking statement.