Regarding Early Warning Report

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]

April 24, 2017 TSX-V Trading symbol: GRK

NEWS RELEASE REGARDING

EARLY WARNING REPORT

On April 24, 2017, Intermark Capital Corporation (“Intermark”), a private holding company wholly-owned by

David Wolfin, the President and Chi ef Executive Officer of Gray Rock Resources Ltd. (“Gray Rock”),

acquired 700,000 common shares of Gray Rock, through the exercise of 700,000 previously issued share

purchase warrants at a price of $0.05 per share. The shares are not subject to any resale restrictions, other than

those applicable to the holdings of a control person.

As a result of the acquisition, Intermark and its joint actor, David Wolfin, now hold, directly and indirectly,

5,885,000 common shares of Gray Rock, representing approximately 26.42% of the total issued and

outstanding common shares of Gray Rock, as of the date hereof, on a non- diluted basis. The common shares

of Gray Rock are listed on the TSX Venture Exchange.

An Early Warning Report respecting this acquisition has been fil ed by Intermark on the System for Electronic

Document Analysis and Review, and can be viewed at www.sedar.com under Gray Rock’s profile.

Intermark and its joint actor acquired the common shares referred to above for investment purposes only. The

investment will be reviewed on a continuous basis, and Intermark’s and its joint actor’s holdings may be

increased or decreased in the future, depending upon economic or market conditions or matters relating to

Gray Rock.

INTERMARK CAPITAL CORPORATION

/s/"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.