Mr. David Wolfin reports

EARLY WARNING REPORT

David Wolfin, president and chief executive officer of Gray Rock Resources Ltd., purchased indirectly through Intermark Capital Corp. on July 3, 2015, through a private placement, a total of 500,000 units of Gray Rock at a price of 2.5 cents per unit. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one common share at five cents for a period of two years, expiring on July 3, 2017. Assuming full exercise of the warrants, Mr. Wolfin would hold 2.87 million shares representing 24.75 per cent of the outstanding shares of Gray Rock.

As a result of the acquisition, Mr. Wolfin, through Intermark Capital, now holds 2.37 million common shares of Gray Rock, representing approximately 18.90 per cent of the 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 filed on the System for Electronic Document Analysis and Review.

Mr. Wolfin acquired the shares referred to herein for investment purposes only. The investments will be reviewed on a continual basis, and Mr. Wolfin's holdings may be increased or decreased in the future, depending upon economic or market conditions or matters relating to Gray Rock.

We seek Safe Harbor.