GRAY ROCK Closes Non-Brokered Private Placement

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 16, 2017 TSX-V Trading symbol: GRK

GRAY ROCK CLOSES NON-BROKERED PRIVATE PLACEMENT

Gray Rock Resources Ltd. (the “Company”) is pleased to announce that it has completed a non-brokered

private placement of 1,000,000 units at a price of $0.30 per unit for gross proceeds of $300,000.

The offering was initially announced on January 11, 2017. 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. 50 for a term of one (1) year

expiring on February 15, 2018.

The securities issued under this private placement are subject to a four month and one day hold period, expiring on

June 16, 2017.

The net proceeds of this Offering will be used to maintain the Company’s existing operations and general

working capital requirements.

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 subj ect 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 her ein

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.