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SWLF.V ·

GRAY ROCK Announces Non-Brokered Private Placement

Financings

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]

January 11, 2017 TSX-V Trading symbol: GRK

GRAY ROCK ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

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

placement of up to 1,000,000 units at a price of $0.30 per unit. Each unit will consist 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 with a term of one (1) year at an exercise price of $0.50 per share.

Cash commissions will be payable in connection with this financing , in accordance with the policies of the

TSX Venture Exchange. The net proceeds of this financing will be used to maintain the Company’s exist ing

operations, exploration, and general working capital requirements.

The financing is subject to the acceptance of the TSX Venture Exchange. The securities issued by the

Company in connec tion with this financing are subject to a 4 -month “hold period” from the date of

distribution, as prescribed by the policies of the TSX Venture Exchange and applicable securities laws.

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 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 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.