An anonymous director reports

CB GOLD INC. ANNOUNCES THE ADOPTION OF A SHAREHOLDERS RIGHTS PLAN AND THE AMENDMENT OF WARRANTS

CB Gold Inc.'s board of directors has adopted a shareholder rights plan agreement and has approved an amendment to the exercise price of five million share purchase warrants.

The shareholders rights plan

The rights plan will be submitted to the shareholders of CB Gold for ratification at a shareholders meeting to be held no later than Feb. 27, 2015. If ratified by the shareholders, the rights plan will have an initial term of three years. The rights plan may also be reconfirmed and extended at the annual general meeting of CB Gold that is held prior to the expiry of the term. If the rights plan is not ratified by the shareholders, the rights plan and any rights issued pursuant to it will terminate. The rights plan is also subject to the approval of the TSX Venture Exchange. The rights plan is effective immediately and is governed by an agreement between CB Gold and Computershare Investor Services Inc. as rights agent. The rights created under the rights plan attach to all the common shares of CB Gold and cannot initially be traded separately from the common shares. The rights plan is intended to ensure, to the extent possible, that all holders of common shares of the company and the board have adequate time to consider and evaluate any unsolicited takeover bid for the common shares of the company, provide the board with adequate time to identify, solicit, develop and negotiate value-enhancing alternatives, as considered appropriate, to any unsolicited takeover bid, and encourage the fair and equal treatment of the company's shareholders in connection with any unsolicited takeover bid. The rights of shareholders under the rights plan are subject to adjustment upon the occurrence of certain triggering events, including the acquisition by an individual or entity of 20 per cent of the outstanding common shares. Upon adjustment, each right entitles the holder to acquire from CB Gold, for the exercise price as set forth in the rights plan, a number of common shares having a market value equal to twice the exercise price. Any rights held by the acquiring party causing a triggering event becomes void. The rights plan allows for permitted bids provided that all shareholders are treated equally, have adequate time to evaluate the offer and are not otherwise coerced by the offer. A permitted bid does not constitute a triggering event.

To the best of the board's knowledge, no existing shareholder of the company owns greater than 20 per cent of the issued and outstanding common shares of the company. CB Gold is not aware of any pending or threatened takeover bid on the company.

The warrant amendment

The board of directors has approved an amendment of the exercise price of five million warrants, which are held by arm's-length parties, to an exercise price of nine cents per common share. The amendment of the exercise price of warrants to an exercise price of nine cents per common share, which price is above the average closing price of the company's shares on the TSX Venture Exchange for the last 10 trading days, is subject to TSX Venture Exchange approval. The warrants were issued on Nov. 11, 2011, as part of a non-brokered private placement with an exercise price of $1.40 and an expiry date of Nov. 2, 2014. As required by TSX Venture Exchange Policy 4.1, the amended warrants will have an accelerated expiry provision such that, if the closing price of the company's shares is equal to or greater than 11.5 cents for 10 consecutive trading days, the expiration of the warrants will be 37 calendar days following such 10-day period. The remaining terms of the warrants remain unchanged, including the expiry date of the warrants of Nov. 2, 2014.

We seek Safe Harbor.