Mr. David Wolfin reports

GRAY ROCK CLOSES NON-BROKERED PRIVATE PLACEMENT

Gray Rock Resources Ltd. has received the approval of the disinterested shareholders to complete a non-brokered private placement of 500,000 units at a price of 2.5 cents per unit with David Wolfin, the president and chief executive officer and a director of the company, for gross proceeds of $12,500.

Prior to the offering, Mr. Wolfin controls, directly or indirectly, 15.53 per cent of the total issued shares, or 18.79 per cent on a fully diluted basis. Subsequent to this offering, Mr. Wolfin will control 18.90 per cent of the total issued shares, or 24.75 per cent of the total issued shares on a fully diluted basis.

The offering was initially announced on May 22, 2015. Each unit consists of one common share and one non-transferable share purchase warrant. Each warrant will entitle the investor to purchase one additional common share at five cents for a term of two years expiring on July 3, 2017.

The securities issued under this private placement are subject to a four-month-and-one-day hold period, expiring on Nov. 4, 2015.

No commissions or fees are payable in connection with this financing. The net proceeds of this offering will be used to maintain the company's existing operations and for general working capital requirements.

We seek Safe Harbor.