GRAY ROCK Announces 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]

August 1, 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 1,500,0 00 units at a price of $0.40 per unit to raise up to $600,000 in gross proceeds (the

“Offering”). Each unit will consist of one (1) common share and one half (1/2) of a non -transferrable share

purchase warrant. Each whole warrant will entitle the investo r to purchase one (1) additional common share

for a period of one (1) year from the date of closing of the Offering (the “Closing Date”), at an exercise price

of $0.60 per share.

The Company intends to use $400,000 of the net proceeds from the Offering for the drilling this year of the

Hot Bath property. The Hot Bath Property, located near Dease Lake, British Columbia, comprises eleven

mineral claims covering a total area of about 3 ,634 hectares. The property was acquired by the optionor,

DeCoors Mining Corp., in 2014, based on results from an airborne magnetic geophysical survey, rock

geochemistry and geological mapping completed as part of Geoscience BC’s Quest Northwest study. This

study supports the interpretation of mid -Jurassic calc-alkaline intrusives that are known to be favourable host

rocks for copper -gold mineralization. Work to date on the property has identified three high priority, drill

ready, copper-gold porphyry targets along with several other anomalies that remain open in all directions.

The balance of the proceeds will be used to maintain the Company’s existing operations, exploration, and

general working capital requirements. Arm’s length finders may be paid a fee of up to 7.0% of the gross

proceeds subscribed for introductions, and if the finder is a registered broker or registered as an exempt market

dealer, the Company may also issue 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 pric e of $0.60 per share for a period of

up to one (1) year from the Closing Date.

The terms of the Offering are subject to the acceptance of the TSX Venture Exchange. The securities issued

by the Company in connection with this Offering are subject to a 4 -month and a day 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 Ven ture

Exchange) accepts responsibility for the adequacy or accuracy of this release.