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Gray Rock Closes Acquisition of Surprise Lake Properties

VANCOUVER, BRITISH COLUMBIA–(Marketwired – Feb. 23, 2017) – Gray Rock Resources Ltd. (TSX VENTURE:GRK) (“Gray Rock” or the “Company”) is pleased to announce that further to its press release dated September 30, 2016, it has entered into and closed a definitive agreement (the “Agreement“) with DeCoors Mining Corp. (“DeCoors“) to acquire the Surprise Lake Property, located near Atlin, British Columbia, consisting of 33 mineral claims, and covering an area of 5,144 hectares, more or less. The Agreement also includes five other early-stage mineral exploration properties, comprising a further 49 mineral claims, all located in British Columbia, near the Surprise Lake Property. In consideration of the acquisitions, the Company has issued to DeCoors or its nominees 4.0 million common shares (the “Gray Rock Shares“), and has reimbursed DeCoors $30,000 for its location and exploration costs on the Surprise Lake Property. In addition, DeCoors will retain a 1.5% net smelter returns royalty (the “NSR”) on each of the purchased properties, until the Company has paid $2.0 million under the NSR on any property placed into commercial production. Each NSR will be subject to the Company’s exclusive option to purchase all of any part of the NSR at any time at the rate of $666,667 for every one-third of a NSR (i.e., 0.5% NSR), or $2.0 million in the aggregate for the total NSR.