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<title>Colombia Goldfields Ltd.: Form S-1 - Prepared By TNT Filings Inc.</title>
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<b>As filed with the Securities and Exchange Commission on June 25, 2008</b></p>
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<b>Registration No. 333-</b></p>
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<b><font size="5">SECURITIES AND EXCHANGE COMMISSION</font></b></p>
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<font size="2">Washington, D.C. 20549</font></p>
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________________</p>
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<b><font size="5"><br>
FORM S-1</font></b></p>
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<font size="2">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</font></p>
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________________</p>
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<b><br>
Colombia Goldfields Ltd.</b></p>
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<font size="2">(Exact name of registrant as specified in its charter)</font></p>
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    <b>Delaware</b></td>
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    <b>76-0730088</b></td>
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    <font size="2">(State or Other Jurisdiction of Incorporation or
    Organization)</font></td>
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    <p style="color: #000000; text-indent: 0pt; line-height: 10pt; margin: 0pt; padding: 0pt" align="center">
    <font size="2">(IRS Employer Identification Number)</font></td>
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    <td style="padding-left: 7.2pt; padding-right: 7.2pt; padding-top: 0pt; padding-bottom: 0pt" vAlign="top" align="left" width="493">&nbsp;</td>
    <td style="padding-left: 7.2pt; padding-right: 7.2pt; padding-top: 0pt; padding-bottom: 0pt" vAlign="top" align="left" width="493">&nbsp;</td>
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    <td style="padding-left: 7.2pt; padding-right: 7.2pt; padding-top: 0pt; padding-bottom: 0pt" vAlign="top" align="left" width="986" colspan="2">
    <p align="center"><b><font size="2">1400</font></b></td>
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    <font size="2">(Primary Standard Industrial Classification Code Number)</font></td>
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________________</p>
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    <p style="font-size: 10pt; color: #000000; text-indent: 0pt; line-height: 11.4pt; margin: 0pt; padding: 0pt" align="center">
    <b>#208-8 King Street East, Toronto, Ontario, Canada</b></p>
    <p style="font-size: 10pt; color: #000000; text-indent: 0pt; line-height: 11.4pt; margin: 0pt; padding: 0pt" align="center">
    <b>M5C 1B5</b></p>
    <p style="font-size: 10pt; color: #000000; text-indent: 0pt; line-height: 11.4pt; margin: 0pt; padding: 0pt" align="center">
    <b>(416) 361-9640</b></p>
    <p style="color: #000000; text-indent: 0pt; line-height: 9.5pt; margin: 0pt; padding: 0pt" align="center">
    <font size="2">(Address, Including Zip Code, and Telephone Number,</font></p>
    <p style="color: #000000; text-indent: 0pt; line-height: 9.5pt; margin: 0pt; padding: 0pt" align="center">
    <font size="2">Including Area Code, of Registrant&#146;s Principal Executive
    Offices)</font></td>
    <td style="padding-left: 7.2pt; padding-right: 7.2pt; padding-top: 0pt; padding-bottom: 0pt" vAlign="bottom" align="left" width="493">
    <p style="font-size: 10pt; color: #000000; text-indent: 0pt; line-height: 11.4pt; margin: 0pt; padding: 0pt" align="center">
    <b>Corporation Service Company</b></p>
    <p style="font-size: 10pt; color: #000000; text-indent: 0pt; line-height: 11.4pt; margin: 0pt; padding: 0pt" align="center">
    <b>2711 Centerville Road, Suite 400,</b></p>
    <p style="font-size: 10pt; color: #000000; text-indent: 0pt; line-height: 11.4pt; margin: 0pt; padding: 0pt" align="center">
    <b>Wilmington, Delaware 19808</b></p>
    <p style="font-size: 10pt; color: #000000; text-indent: 0pt; line-height: 11.4pt; margin: 0pt; padding: 0pt" align="center">
    <b>(800) 927-9800</b></p>
    <p style="color: #000000; text-indent: 0pt; line-height: 9.5pt; margin: 0pt; padding: 0pt" align="center">
    <font size="2">(Name, Address, Including Zip Code, and Telephone Number,</font></p>
    <p style="color: #000000; text-indent: 0pt; line-height: 9.5pt; margin: 0pt; padding: 0pt" align="center">
    <font size="2">Including Area Code, of Agent for Service)</font></td>
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________________</p>
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<i><font size="2">Copy to:</font></i></p>
<p style="color: #000000; text-indent: 0pt; line-height: 11pt; margin-left: 0pt; margin-top: 0pt; margin-bottom: 0pt; padding: 0pt" align="center">
<b><font size="2">Christopher J. Cummings, Esq.</font></b></p>
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<b><font size="2">Shearman &amp; Sterling LLP</font></b></p>
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<b><font size="2">199 Bay Street, Commerce Court West, Suite 4405, P.O. Box 247,
Toronto, Ontario, Canada M5L 1E8</font></b></p>
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________________</p>
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<p align="justify" style="text-indent: 30">Approximate date of commencement of
proposed sale to the public: From time to time after the effective date of this
Registration Statement. </p>
<p align="justify" style="text-indent: 30">If any of the securities being
registered on this form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, check the following box.
[X] </p>
<p ALIGN="justify" style="text-indent: 30">If this form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [&nbsp; ] </p>
<p ALIGN="justify" style="text-indent: 30">If this form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.&nbsp; [&nbsp; ]
</p>
<p ALIGN="justify" style="text-indent: 30">If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [&nbsp; ] </p>
<p ALIGN="justify" style="text-indent: 30">Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of &quot;large accelerated
filer,&quot; &quot;accelerated filer&quot; and &quot;smaller reporting company&quot; in Rule 12b-2 of the
Exchange Act. (Check one): </p>
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    <td WIDTH="25%" align="center"><font FACE="Times New Roman" SIZE="2">Large
    accelerated filer [&nbsp; ]</font></td>
    <td WIDTH="25%" align="center"><font FACE="Times New Roman" SIZE="2">
    Accelerated filer [&nbsp; ]</font></td>
    <td WIDTH="25%" align="center"><font FACE="Times New Roman" SIZE="2">
    Non-accelerated filer [&nbsp; ]</font></td>
    <td WIDTH="25%" align="center"><font FACE="Times New Roman" SIZE="2">Smaller
    reporting company [X]</font></td>
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    <td WIDTH="25%" align="center">&nbsp;</td>
    <td WIDTH="25%" align="center">&nbsp;</td>
    <td WIDTH="25%" align="center"><font FACE="Times New Roman" SIZE="2">(Do not
    check if a smaller reporting company)</font></td>
    <td WIDTH="25%" align="center">&nbsp;</td>
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<font face="Times New Roman">________________</font></p>
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<b><br>
CALCULATION OF REGISTRATION FEE</b></p>
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    <caption>&nbsp;</caption>
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    <td WIDTH="34%">&nbsp;</td>
    <td WIDTH="16%" align="center">&nbsp;</td>
    <td WIDTH="16%" align="center"><font size="2">Proposed maximum</font></td>
    <td WIDTH="17%" align="center"><font size="2">Proposed maximum</font></td>
    <td WIDTH="17%" align="center">&nbsp;</td>
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    <td WIDTH="34%">&nbsp;</td>
    <td WIDTH="16%" align="center"><font size="2">Amount to be</font></td>
    <td WIDTH="16%" align="center"><font size="2">offering price</font></td>
    <td WIDTH="17%" align="center"><font size="2">aggregate</font></td>
    <td WIDTH="17%" align="center"><font size="2">Amount of</font></td>
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    <td WIDTH="34%" style="border-bottom-style: solid; border-bottom-width: 1">
    <p align="center"><font size="2">Title of securities to be registered</font></td>
    <td WIDTH="16%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="2">registered</font></td>
    <td WIDTH="16%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="2">per share(1)</font></td>
    <td WIDTH="17%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="2">offering price(1)</font></td>
    <td WIDTH="17%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="2">registration fee</font></td>
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    <td WIDTH="34%" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">
    <font size="2">Common Stock, par value $0.00001 per share</font></td>
    <td WIDTH="16%" align="center" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">
    <font size="2">26,543,959</font></td>
    <td WIDTH="16%" align="center" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">
    <font size="2">$0.73</font></td>
    <td WIDTH="17%" align="center" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">
    <font size="2">$19,377,090.07</font></td>
    <td WIDTH="17%" align="center" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">
    <font size="2">$761.52</font></td>
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<font FACE="Times New Roman" size="2">
<p>(1) </p>
<p style="margin-left: 4%; margin-top: -25.8pt" align="justify">Estimated solely for the purpose
of calculating the registration fee pursuant to Rule 457(c) under the Securities
Act of 1933, based upon the average of the high and low prices of a share of
common stock of Colombia Goldfields Ltd. on June 20, 2008, as reported on the
OTC Bulletin Board.</p>
<b>
<p style="text-indent: 30" align="justify">The registrant hereby amends this
registration statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
this registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may
determine. </p>
</b></font><hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2">
<p><font color="#FF0000">The information contained in this prospectus is not
complete and may be changed. The selling securityholders may not sell these
securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted. </font></p>
<p align="center"><font color="#FF0000">SUBJECT TO COMPLETION, DATED JUNE 23,
2008 </font></p>
<p>Prospectus </p>
</font><b><font FACE="Times New Roman" size="4">
<p align="center">26,543,959 Shares </p>
<p align="center">

<img height="60" src="cgdfex1.jpg" width="250" border="0"></p>
</font><font FACE="Times New Roman" size="5">
<p align="center">Colombia Goldfields Ltd. </p>
</font><font FACE="Times New Roman" SIZE="4">
<p align="center">Common Stock</font><font FACE="Times New Roman"><font size="4">
</font></p>
</font></b><font FACE="Times New Roman" SIZE="2">
<p align="center">________________ </p>
<p align="justify" style="text-indent: 30">The selling securityholders may offer
and sell up to 26,543,959 shares of our common stock. We will not receive any
proceeds from the sale by the selling securityholders of the shares of common
stock. </p>
<p align="justify" style="text-indent: 30">Any statement contained in this
prospectus is deemed modified or superseded by any inconsistent statement
contained in an accompanying prospectus supplement. We urge you to read
carefully this prospectus and, if applicable, the accompanying prospectus
supplement, before you make your investment decision. </p>
<p align="justify" style="text-indent: 30">Our shares of common stock trade on
the Toronto Stock Exchange (the &quot;TSX&quot;) under the symbol &quot;GOL&quot; and are quoted on
the OTC Bulletin Board (the &quot;OTCBB&quot;) administered by the Financial Industry
Regulatory Authority, Inc. (&quot;FINRA&quot;) under the symbol &quot;CGDF&quot;. On June 20, 2008,
the last sale price of our common stock as reported by the TSX and the OTCBB was
Cdn$0.72 per share and US$0.72 per share, respectively. </p>
</font><font FACE="Times New Roman"><b>
<p align="center">Investing in our securities involves risks. See &quot;Risk Factors&quot;
beginning on page 9 of this prospectus.</b> </p>
</font><font FACE="Times New Roman" SIZE="2">
<p align="center">________________ </p>
<b>
<p style="text-indent: 30">Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.</b> </p>
<p align="center">________________ </p>
<p align="center">The date of this prospectus is&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; , 2008. </p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'></font><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">TABLE OF CONTENTS </p>
</b></font>
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  <tr>
    <td WIDTH="80%">&nbsp;</td>
    <td WIDTH="20%" align="right"><font SIZE="2"><b>Page</b></font></td>
  </tr>
  <tr>
    <td WIDTH="80%">&nbsp;</td>
    <td WIDTH="20%" align="right">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="80%" bgcolor="#F5ECD3"><font SIZE="2">WHERE YOU CAN FIND MORE INFORMATION ABOUT
    COLOMBIA GOLDFIELDS</font></td>
    <td WIDTH="20%" align="right" bgcolor="#F5ECD3"><font SIZE="2">4</font></td>
  </tr>
  <tr>
    <td WIDTH="80%"><font SIZE="2">FORWARD-LOOKING STATEMENTS</font></td>
    <td WIDTH="20%" align="right"><font SIZE="2">5</font></td>
  </tr>
  <tr>
    <td WIDTH="80%" bgcolor="#F5ECD3"><font SIZE="2">THE COMPANY</font></td>
    <td WIDTH="20%" align="right" bgcolor="#F5ECD3"><font SIZE="2">6</font></td>
  </tr>
  <tr>
    <td WIDTH="80%"><font SIZE="2">RISK FACTORS</font></td>
    <td WIDTH="20%" align="right"><font SIZE="2">9</font></td>
  </tr>
  <tr>
    <td WIDTH="80%" bgcolor="#F5ECD3"><font SIZE="2">USE OF PROCEEDS</font></td>
    <td WIDTH="20%" align="right" bgcolor="#F5ECD3"><font SIZE="2">16</font></td>
  </tr>
  <tr>
    <td WIDTH="80%"><font SIZE="2">SELLING SECURITYHOLDERS</font></td>
    <td WIDTH="20%" align="right"><font SIZE="2">17</font></td>
  </tr>
  <tr>
    <td WIDTH="80%" bgcolor="#F5ECD3"><font SIZE="2">PLAN OF DISTRIBUTION</font></td>
    <td WIDTH="20%" align="right" bgcolor="#F5ECD3"><font SIZE="2">18</font></td>
  </tr>
  <tr>
    <td WIDTH="80%"><font SIZE="2">DESCRIPTION OF SECURITIES TO BE REGISTERED</font></td>
    <td WIDTH="20%" align="right"><font SIZE="2">20</font></td>
  </tr>
  <tr>
    <td WIDTH="80%" bgcolor="#F5ECD3"><font SIZE="2">LEGAL MATTERS</font></td>
    <td WIDTH="20%" align="right" bgcolor="#F5ECD3"><font SIZE="2">21</font></td>
  </tr>
  <tr>
    <td WIDTH="80%"><font SIZE="2">EXPERTS</font></td>
    <td WIDTH="20%" align="right"><font SIZE="2">21</font></td>
  </tr>
</table>
<font FACE="Times New Roman" SIZE="2">
<p align="justify" style="text-indent: 30">You should rely only on the
information contained or incorporated by reference in this prospectus or any
prospectus supplement. We have not and the selling securityholders have not
authorized anyone else to provide you with different information. If anyone
provides you with different information, you should not rely on it. We are not
and the selling securityholders are not making an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in this prospectus or any prospectus supplement,
or any documents incorporated by reference therein, is accurate only as of the
date on the front cover of the applicable document. Our business, financial
condition, results of operations and prospects may have changed since that date.
</p>
<p align="justify" style="text-indent: 30">Unless the context requires otherwise
or otherwise as expressly stated, the terms &quot;we&quot;, &quot;our&quot;, &quot;us&quot;, &quot;Colombia
Goldfields&quot; and the &quot;Company&quot; refer to Colombia Goldfields Ltd., a Delaware
corporation, and its consolidated subsidiaries. The terms &quot;we&quot;, &quot;our&quot;, &quot;us&quot;,
&quot;Colombia Goldfields&quot; and the &quot;Company&quot; do not include or refer to the selling
securityholders. </p>
</font>
<p align="center"><font size="2">2</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">PROSPECTUS </p>
</b>
<p align="justify" style="text-indent: 30">This prospectus is part of a
registration statement that we have filed with the Securities and Exchange
Commission, or the SEC, using a &quot;shelf&quot; registration or continuous offering
process. Under this shelf registration process, selling securityholders may,
from time to time, sell the securities described in this prospectus in one or
more offerings. Each time a selling securityholder sells securities, the selling
securityholder is required to provide you with this prospectus, and, in some
cases, a prospectus supplement as discussed below. </p>
<b>
<p align="center">PROSPECTUS SUPPLEMENT </p>
</b>
<p align="justify" style="text-indent: 30">This prospectus provides you with a
general description of the securities offered by the selling securityholders. In
some cases, selling securityholders will be required to provide a prospectus
supplement containing specific information about the selling securityholders.
The prospectus supplement may also add to, update or change information
contained in this prospectus, and, accordingly, to the extent inconsistent,
information in this prospectus is superseded by the information in the
prospectus supplement. You should read both this prospectus and the applicable
prospectus supplement together with the additional information described under
the heading &quot;Where You Can Find More Information About Colombia Goldfields&quot;. </p>
<p align="justify" style="text-indent: 30">The prospectus supplement, if any, to
be attached to the front of this prospectus may describe, as applicable:
specific information about selling securityholders, the offering price, the
price paid for the securities and other specific terms related to the offering
of these securities. </p>
<p align="justify" style="text-indent: 30">The registration statement containing
this prospectus, including the exhibits to the registration statement, provides
additional information about us and the securities offered under this
prospectus. The registration statement, including the exhibits, can be read at
the SEC website or at the SEC office mentioned under the heading &quot;Where You Can
Find More Information about Colombia Goldfields&quot;. </p>
</font>
<p align="center"><font face="Times New Roman" size="2">3</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">WHERE YOU CAN FIND MORE INFORMATION ABOUT COLOMBIA GOLDFIELDS
</p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">We file annual, quarterly and special
reports, proxy statements and other information with the SEC under the
Securities Exchange Act of 1934, as amended, or the Exchange Act. You may read
and copy this information, or obtain copies of the information by mail, at the
following location of the SEC: </p>
<b>
<p ALIGN="CENTER">Public Reference Room <br>
100 F Street, N.E. <br>
Washington, DC 20549 </p>
</b>
<p style="text-indent: 30" align="justify">You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. </p>
<p style="text-indent: 30" align="justify">The SEC also maintains a web site
that contains reports, proxy statements and other information about issuers,
like Colombia Goldfields, who file electronically with the SEC. The address of
the site is www.sec.gov. </p>
<p style="text-indent: 30" align="justify">We are &quot;incorporating by reference&quot;
into this prospectus certain information we file with the SEC, which means that
we are disclosing important information to you by referring you to those
documents. The information incorporated by reference is deemed to be part of
this prospectus. The following documents, which have been filed by us with the
SEC, are incorporated by reference into this prospectus: </p>
<ul>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">Annual report on
  Form 10-KSB for the fiscal year ended December 31, 2007; <br>
&nbsp;</li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">Quarterly report on
  Form 10-Q for the quarterly period ended March 31, 2008; <br>
&nbsp;</li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">Current reports on
  Form 8-K filed with the SEC on February 4, 2008, February 13, 2008, February
  25, 2008 (not including information furnished to the SEC under Item 7.01 of
  Form 8-K), March 3, 2008, April 1, 2008, April 18, 2008 (not including
  information furnished to the SEC under Item 7.01 of Form 8-K), May 5, 2008,
  May 9, 2008 (not including information furnished to the SEC under Item 7.01 of
  Form 8-K), May 13, 2008 (not including information furnished to the SEC under
  Item 7.01 of Form 8-K), May 16, 2008, June 3, 2008 (not including information
  furnished to the SEC under Item 7.01 of Form 8-K), June 4, 2008, June 16, 2008
  and June 20, 2008; and <br>
&nbsp;</li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">The description of
  our common stock that is contained in our registration statement on Form 8-A
  filed on November 5, 2004. </li>
</ul>
<p style="text-indent: 30" align="justify">Any statements made in this
prospectus or in a document incorporated or deemed to be incorporated by
reference in this prospectus will be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in any
prospectus supplement or in any other subsequently filed document that is also
incorporated or deemed to be incorporated by reference in this prospectus
modifies or supersedes such statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of
this prospectus. </p>
<p style="text-indent: 30" align="justify">You may request a copy of these
filings, at no cost, by writing or calling us at the following address or
telephone number: </p>
<b>
<p ALIGN="CENTER">Chief Financial Officer <br>
Colombia Goldfields Ltd. <br>
#208-8 King Street East <br>
Toronto, Ontario, Canada M5C 1B5 <br>
Tel: (416) 361-9640 </p>
</b>
<p style="text-indent: 30">Exhibits to the filings will not be sent, however,
unless those exhibits have specifically been incorporated by reference in such
filings. </p>
<p ALIGN="JUSTIFY" style="text-indent: 30">Our Internet address is
www.colombiagf.com. We make available free of charge, through our website, our
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports. The
information on our website is not, however, a part of this prospectus. </p>
<p ALIGN="center">4</p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'></font><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">FORWARD-LOOKING STATEMENTS </p>
</b>
<p align="justify">Certain information included or incorporated by reference in
this document may be deemed to be forward-looking statements. All statements,
other than statements of historical facts, that address activities, events or
developments that we intend, expect, project, believe or anticipate will or may
occur in the future are forward-looking statements. Such statements are
characterized by terminology such as &quot;believe&quot;, &quot;anticipate&quot;, &quot;should&quot;,
&quot;intend&quot;, &quot;plan&quot;, &quot;will&quot;, &quot;expects&quot;, &quot;estimates&quot;, &quot;projects&quot;, &quot;positioned&quot;,
&quot;strategy&quot;, and similar expressions. These statements are based on assumptions
and assessments made by our management in light of its experience and its
perception of historical trends, current conditions, expected future
developments and other factors our management believes to be appropriate. These
forward-looking statements are subject to a number of risks and uncertainties
that could cause actual results to differ materially from such statements, some
of which are described below under the caption &quot;Risk Factors&quot;, as well as other
factors that our management has not yet identified. Any such forward-looking
statements are not guarantees of future performance, and actual results,
developments and business decisions may differ from those envisaged by such
forward-looking statements. These uncertainties and other factors, which we
describe in more detail elsewhere in this prospectus and the documents
incorporated by reference herein and may describe in any accompanying prospectus
supplement, include, but are not limited to: </p>
</font><font FACE="Symbol MT" LANG="JA" SIZE="2">
<ul>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0"></font>
  <font FACE="Times New Roman" SIZE="2">our need to raise substantial funds in
  order to continue as a going concern; </font></li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">our limited operating history; </font>
  </li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the risk of loss of title to our
  properties and other interests; </font></li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the risk of not completing our plan to
  relocate the town of Marmato; </font></li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">political and economic uncertainties
  characteristic of doing business in Colombia; </font></li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the costs of compliance with government
  regulations and environmental laws; </font></li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the competitiveness of the mineral
  exploration business; </font></li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">our vulnerability to fluctuations in
  commodity prices; </font></li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the risk that we may be unable to bring
  our properties into commercial production; </font></li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">our dependence on key management; </font>
  </li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">our dependence on a single exploration
  region; </li>
  </font><font FACE="Symbol MT" LANG="JA" SIZE="2">
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0"></font>
  <font FACE="Times New Roman" SIZE="2">the high degree of physical and
  financial risk characteristic of mineral exploration and mining; </font></li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the risks inherent in estimating mineral
  resources and future production; </font></li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">potential conflicts of interest of our
  directors and officers; </font></li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the risk that Colombia may institute
  restrictions on the repatriation of earnings; </font></li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">our vulnerability to fluctuations in
  currency exchange rates; </font></li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the potential difficulty of enforcing
  judgments of U.S. courts against our assets, directors or officers; </font>
  </li>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the risk that we may fail to maintain an
  effective system of internal controls; </li>
  </font><font FACE="Symbol MT" LANG="JA" SIZE="2">
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0"></font>
  <font FACE="Times New Roman" SIZE="2">the costs of compliance with the
  Sarbanes-Oxley Act of 2002, including its effect on our ability to attract and
  retain qualified personnel; </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">uncertainties relating to the expected
  costs of our exploration program; </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the risk that we may not be able to
  complete the Mineros and Colombia Gold transactions; </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the possibility that our properties will
  ultimately prove not commercially viable; </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the impact of short selling on the
  volatility of our share price; </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">our expectation not to pay dividends in
  the foreseeable future; </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the volatility of our share price; and
  </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">the effect of &quot;Penny Stock&quot; rules on the
  level of trading activity in our stock. </li>
</ul>
<p align="justify" style="text-indent: 30">We caution readers not to place undue
reliance on these forward-looking statements, which speak only as of their
dates. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. </p>
</font>
<p align="center"><font size="2">5</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">THE COMPANY </p>
</b>
<p style="text-indent: 30" align="justify">We were incorporated in the state of
Nevada on March 25, 2003 under the name Secure Automated Filing Enterprises Inc.
and reincorporated in the state of Delaware on July 31, 2006. From the date of
our incorporation until March 2005, we provided electronic filing services to
companies that were required to electronically file reports with the Securities
and Exchange Commission (&quot;SEC&quot;). After this time, we reorganized our operations
and our current focus is on the acquisition and development of our interests in
mining properties located in Western Colombia. Our principal office is located
at #208-8 King Street East, Toronto, Ontario, Canada M5C 1B5. Our fiscal year
end is December 31. </p>
<p style="text-indent: 30" align="justify">We are an exploration stage company
engaged in the acquisition and exploration of mineral resource properties. Our
head office is located in Toronto, Canada, and our exploration and
administrative office is located in the city of Medellin in the Republic of
Colombia. Our main activity is the exploration and development of the Marmato
Mountain Gold District in Western Colombia. The Marmato Mountain Gold District
is located 80 km south of Medellin. We are actively advancing two areas within
the Marmato Mountain Gold District. These are Zona Alta of Marmato Mountain and
the Caramanta Exploration Properties. The Caramanta Exploration Properties
surround Marmato Mountain, and we are actively securing additional
exploration concessions between the two in order to continue to consolidate the
district. We are also endeavoring to acquire Zona Baja of Marmato Mountain
through the planned acquisition of Mineros Nacionales S.A. and the adjacent
Echandia property through the planned acquisition of Colombia Gold plc
(&quot;Colombia Gold&quot;) as
described elsewhere in this prospectus. </p>
<p style="text-indent: 30" align="justify">Our objective is to define and
consolidate a gold district in the Marmato Mountain Region of Western Colombia.
Our main target in this region is Marmato Mountain, which is divided into
two zones: Zona Alta (Upper Zone) and Zona Baja (Lower Zone). We currently own
the exploration rights to Zona Alta, and we are working towards completing the
acquisition of 100% of its legally registered property titles. On January 29,
2008, we were declared the successful bidders to acquire Zona Baja through a
competitive bid process. Our ultimate goal is to combine Zona Alta and Zona Baja
to create a bulk mineable ore body on Marmato Mountain and develop
additional resources in the surrounding region. </p>
<b>
<p>Marmato Mountain Properties &#150; Zona Alta (Upper Zone) </p>
</b>
<p style="text-indent: 30" align="justify">We acquired an interest in certain
mining rights and options to acquire mining rights in the Zona Alta portion of
Marmato Mountain located in Western Colombia as a result of our acquisition of
RNC (Colombia) Limited (&quot;RNC&quot;), a Belize corporation and previously a
wholly-owned subsidiary of Investcol Limited. Pursuant to a Stock Purchase
Agreement we entered into on January 12, 2006 with Investcol and RNC, we
acquired 25% of RNC&#146;s issued and outstanding stock in consideration for the
issuance of 1,000,000 shares of our common stock to Investcol. On April 28,
2006, we acquired an additional 25% of RNC&#146;s issued and outstanding common
stock, resulting in us owning 50% of RNC&#146;s issued and outstanding common stock,
in consideration for the issuance of 2,000,000 shares of our common stock to
Investcol. On August 22, 2006 we acquired an additional 25% of RNC&#146;s issued and
outstanding common stock, resulting in our owning 75% of RNC&#146;s issued and
outstanding common stock, in consideration for the issuance of 4,200,000 shares
of our common stock to Investcol and payment of $200,000 to Investcol. On
December 14, 2006, we entered into a Second Amendment to the Stock Purchase
Agreement (the &quot;Second Amendment&quot;) and acquired an additional 15% interest in
RNC, resulting in us owning 90% of RNC, in exchange for the issuance of
4,000,000 shares of our common stock to Investcol. Subject to the revised terms
of the Second Amendment, we had the option to acquire the final 10% interest in
RNC until May 1, 2009 resulting in our owning 100% of RNC, in consideration for
exchange for the purchase price of $15,000,000. This payment could be made in
either cash, shares of our common stock, or any combination thereof. Any shares
issued would be valued at 90% of the average closing price of our common stock
as reported on a national securities exchange or national market or quotation
system over the 30 day period immediately preceding the deliver of notice to
Investcol of our intent to exercise this option. On August 24, 2007 the parties
executed a Third Amendment to the Stock Purchase Agreement (the &quot;Third
Amendment&quot;) in order to revise the consideration required to exercise our option
to acquire the remaining 10% of the issued and outstanding stock of RNC to a
cash payment of $300,000 and the issuance of 3,000,000 shares of our common
stock. In connection with the execution of the Third Amendment, we exercised our
option to acquire the additional and final 10% interest in RNC. As consideration
for the acquisition of the final 10% interest in RNC, we paid Investcol $300,000
and issued Investcol 3,000,000 shares of our common stock. As a result of these
transactions, we currently own 100% of RNC. </p>
<p style="text-indent: 30" align="justify">RNC is the beneficial holder of 95%
of the issued and outstanding stock of Compania Minera de Caldas S.A. (&quot;Caldas&quot;),
a Colombia corporation that (i) owns certain mining rights and properties, (ii)
has options to acquire mining rights and (iii) has exclusive rights to evaluate
certain property, all located in the Zona Alta portion of the Marmato deposit
located in Western Colombia. Under Colombian law, Colombian companies are
required to have a minimum of five shareholders. As a result, the remaining 5%
of Caldas is held directly or indirectly by officers and senior management of
the Company, with voting and support agreements in favour of the Company in
place. As at June 16, 2008 Caldas has title to 53 mining titles in the Marmato
area, 13 of which are shared with other persons. Caldas also owns 28 mines in
the Mining Concession Contract CHG-081, which comprises 36 mines in the Marmato
area. </p>
</font>
<p align="center"><font face="Times New Roman" size="2">6</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p>Marmato Mountain Properties &#150; Zona Baja (Lower Zone) </p>
</b>
<p style="text-indent: 30" align="justify">On January 29, 2008 we entered into a
Share Purchase and Sale Agreement with Mineros S.A. and the other shareholders
of Mineros Nacionales S.A. (&quot;Mineros&quot;). Mineros is the owner of Zona Baja on
Marmato Mountain. Under the terms of the agreement, we agreed to purchase all of
the issued and outstanding shares of Mineros for cash consideration of
$35,000,000. The agreement provided that the transaction will be completed on
April 29, 2008 unless extended by mutual agreement. We have provided a deposit
guarantee in the amount of $2,500,000, which would be payable to the vendors if
the transaction is not completed for any reason. On April 29, 2008 the Company
and the vendors agreed to extend the completion date to June 30, 2008, unless
further extended by mutual agreement. In connection with this extension, we
agreed to deposit a further 20% of the purchase price, with the balance due upon
closing. Pursuant to the extension, the final 80% is payable in Colombian pesos,
with any costs associated with settling the final payment to be the
responsibility of the Company. The further deposit of $7,000,000, which we made
on June 18, 2008, is nonrefundable if the transaction is not completed for any
reason. In the event we are successful in acquiring Mineros, we would own both
the Upper and Lower Zones of Marmato Mountain. There is no assurance that the
proposed transaction will be completed. </p>
<b>
<p>The Echandia Property </p>
</b>
<p style="text-indent: 30" align="justify">On November 20, 2007, we entered into
a letter of intent to acquire Colombia Gold. Colombia
Gold&#146;s main assets are the mining rights to the Echandia property, located
adjacent to Marmato Mountain. We believe that the Echandia Property contains an
extension of the gold mineralization from Marmato Mountain. Completion of the
transaction is subject to negotiation and execution of a definitive agreement,
satisfactory completion of technical, financial, legal, and other commercial due
diligence and customary conditions, including all shareholder, court and
regulatory approvals. We expect the transaction will be a share exchange with
the Company exchanging its shares for those of Colombia Gold. There is no
assurance that a definitive agreement will be executed or that the acquisition
will be completed. </p>
<b>
<p>The Caramanta Exploration Properties </p>
</b>
<p align="justify" style="text-indent: 30">On September 22, 2005, we entered
into an Assignment Agreement with Investcol Limited (&quot;Investcol&quot;), a corporation
organized and existing under the laws of Belize and a related party to the
Company, where Investcol assigned, transferred, and conveyed to us all of its
rights under a Contract for Purchase Option of Mining Concessions (&quot;Original
Option Contract&quot;) entered into with CIA Servicios Logisticos de Colombia Ltda.,
a corporation organized and existing under the laws of Colombia. As a result of
this Assignment Agreement with Investcol, we acquired an option to purchase
certain mining and mineral rights on property known as Concession 6602, 1343,
and 6329 located in Caramanta Municipality, Antioquia Department, Medellin,
Colombia. In consideration for the assignment of this interest, we paid to
Investcol $500,000 and issued Investcol 1,000,000 shares of our common stock.
</p>
<p align="justify" style="text-indent: 30">On April 10, 2006, we acquired from
Investcol its rights to acquire certain mining contracts to exclusively engage
in mining activities on Concessions 6993, 7039, 6821, and 6770 (the &quot;Contracts&quot;)
and options to acquire the exclusive rights to engage in mining activities on
Concessions HETJ-31, 32, 26, 27, and HETJ-01 (the &quot;Options&quot;) all located within
an area referred to as the Caramanta region in Western Colombia. As
consideration for this acquisition, we issued to Investcol 1,000,000 restricted
shares of our common stock and paid to Investcol $350,000. As a result of our
acquisition of Gavilan on September 25, 2006 as described below, we subsequently
became the contractual owner of Concessions 6993, 7039, 6821, 6770, HETJ-31, 32,
26, 27, and HETG-01. </p>
<p align="justify" style="text-indent: 30">On September 25, 2006, in order to
acquire Concessions 6602, 1343 and 6329 outright, we entered into a Master
Agreement to acquire 94% of the issued and outstanding shares of Gavilan
Minerales S.A. (&quot;Gavilan&quot;), a Colombia corporation, for the purchase price of
$300,000 and the issuance of 1,150,000 shares of our common stock. Cia Servicios
Logisticos de Colombia Ltda. was the primary shareholder of Gavilan, which in
turn owned the rights to Concessions 6602, 1343, and 6329. As a result of our
acquisition of Gavilan, we became the contractual owner of these Concessions,
and we have completed title transfer and registration of two out of three of
them. Under Colombian law, Colombian companies are required to have a minimum of
five shareholders. As a result, the remaining 6% of Gavilan is held directly or
indirectly by officers and senior management of the Company, with voting and
support agreements in favour of the Company in place. As of June 16, 2008
Gavilan has title to two mining titles in the Caramanta region. </p>
<p align="justify" style="text-indent: 30">We have agreements to acquire various
additional property interests in the Caramanta region, including: </p>
</font>
<p align="center" style="text-indent: 30"><font size="2">7</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2">
<p align="justify" style="text-indent: 30">On August 27, 2007 we entered into an
agreement with an unrelated party that provides us with an option to acquire
100% of Concession 669-17 in the Caramanta Region. Over a 24-month period the
Company has the option to pay a total of 2.4 billion Colombian pesos
(approximately $1,300,000) to acquire a 100% interest in this additional
property in the Caramanta region. </p>
<p align="justify" style="text-indent: 30">On March 17, 2008 we entered into an
agreement with an unrelated party that provides us with an option to acquire
100% of Concession 653-17 in the Caramanta Region. Over a 24-month period the
Company has the option to pay a total of 1.0 billion Colombian pesos
(approximately $550,000) to acquire a 100% interest in this additional property
in the Caramanta region. </p>
<b>
<p>The KEDAHDA Properties </p>
</b>
<p align="justify" style="text-indent: 30">On August 30, 2006, Caldas entered
into a Transfer of Properties and Sale Agreement with Sociedad KEDAHDA S.A (&quot;KEDAHDA&quot;), a Colombia corporation,
and acquired the Mining Title, Mining Application, and Mining Data for property
located in the Marmato Mountain Gold District located in Colombia. Pursuant to
an Agreement with Caldas and KEDAHDA, we paid the purchase price of $500,000 for
these property interests and KEDAHDA agreed to hold the title for these property
interests in their name for our benefit. Title to certain of these property
interests are being held by KEDAHDA in order to secure the approval for the
transfer of title by Colombian mining authorities in accordance with the
applicable laws of the Republic of Colombia. As at June 16, 2008 Caldas has
title over one mining title in the KEDAHDA region. </p>
</font>
<p align="center"><font size="2">8</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">RISK FACTORS </p>
</b>
<p align="justify" style="text-indent: 30">The following are some of the risks
associated with our business. You should also refer to the other information in
this prospectus, including the financial statements and accompanying notes
thereto incorporated by reference in this prospectus. </p>
<b>
<p align="justify">Going Concern &#151; We need to raise substantial funds in order
to acquire additional exploration and mining properties or interests and
commence exploration activities. </p>
</b>
<p align="justify" style="text-indent: 30">We incurred a net loss of $28,580,000
for the period from inception on March 25, 2003 to March 31, 2008, and we are
not presently generating any revenue. Furthermore, we have used $45,167,000
during this period to fund our operations and mineral acquisitions program. At
March 31, 2008, we had a significant working capital deficiency. Our future is
dependent upon our ability to obtain additional financing and upon future
acquisition, exploration and development of profitable operations from our
mineral properties. We plan to continue to seek additional financing in private
and/or public equity offerings to secure funding for our operations. Our
estimate of financing requirements in fiscal 2008 is approximately $100,000,000
($35,000,000 for the acquisition of Mineros, $25,000,000 for the remaining
exploration of Zona Alta, $15,000,000 related to the acquisition of Colombia
Gold, and $25,000,000 related to additional drilling and working capital
requirements). </p>
<p align="justify" style="text-indent: 30">As at June 23, 2008 our cash
resources are less than $1,000,000 and we will need to raise additional debt or
equity financing during the remainder of fiscal 2008 to continue to execute our
business plans. We currently do not have any arrangements for additional
financing. There can be no assurance that such additional financing will be
available to us on acceptable terms, or at all. These factors, among others,
raise substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustment to reflect the possible
future effect on the recoverability and classification of the assets or the
amounts and classification of liabilities that may result should we cease to
continue as a going concern. </p>
<p align="justify" style="text-indent: 30">If we are unable to obtain additional
financing when sought, we will be required to curtail our business plan. Any
additional equity financing may involve substantial dilution to our then
existing shareholders. There is a significant risk to investors who purchase
shares of our common stock because there is a risk that we may not be able to
generate and/or raise enough resources to remain operational for an indefinite
period of time. </p>
<b>
<p align="justify">Limited Operating History &#151; Because we have only recently
commenced our exploration operations, we face a high risk of business failure
due to our inability to predict the success of our business. </p>
</b>
<p align="justify" style="text-indent: 30">We have a very limited operating
history upon which an evaluation of our future success or failure can be made.
It was only recently that we took steps in a plan to engage in the acquisition
of interests in exploration and development properties in Western Colombia, and
it is premature to evaluate the likelihood that we will be able to operate our
business successfully. To date, we have been involved primarily in the
acquisition of property interests and mining rights as well as exploration
drilling in Western Colombia. We have not earned any revenues from our current
operations. </p>
<b>
<p align="justify">Title Risk &#151; Because we presently do not carry title
insurance and do not plan to secure any in the future, we are vulnerable to loss
of title. </p>
</b>
<p align="justify" style="text-indent: 30">We do not maintain insurance against
title. Title on mineral properties and mining rights involves certain inherent
risks due to the difficulties of determining the validity of certain claims as
well as the potential for problems arising from the frequently ambiguous
conveyance history characteristic of many mining properties. Currently, we are
in the process of investigating the title of mineral concessions for which we
hold or have contractual rights to either directly or indirectly through our
equity interests in RNC, Gavilan and Caldas. We cannot give any assurance that
title to such properties will not be challenged or impugned and cannot be
certain that we will have or will acquire valid title to these mining
properties. We cannot assume that counterparties to our title transfer
agreements will meet their contractual obligations and transfer title on a
timely basis. Furthermore, there is a risk that the Colombian government may in
the future grant additional titles in excess of our expectations to currently
illegal miners or that disputes may arise as to existing title ownership or
planned acquisitions. Furthermore, although we believe that mechanisms exist to
integrate the titles of mineral properties currently not owned by us, there is a
risk that this process could be time consuming and costly. The possibility also
exists that title to existing properties or future prospective properties may be
lost due to an omission in the claim of title. As a result, any claims against
us may result in liabilities we may not be able to afford resulting in the
failure of our business. </p>
</font>
<p align="center"><font face="Times New Roman" size="2">9</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="justify">Town Relocation Risk &#151; If we are unable to complete our plan
to move the town of Marmato, our ability to advance our Marmato project could be
impaired and our financial results may suffer. </p>
</b>
<p align="justify" style="text-indent: 30">Our business plan includes moving the
town of Marmato from its current location on Marmato Mountain to a safer
location. While we are currently working with city, state, and federal
governments to facilitate this move, we are subject to the risk of political,
economic, or social circumstances that could delay our ability to complete the
relocation of the town. If we are unable to complete the relocation of the town,
our ability to advance our Marmato project could be impaired. </p>
<b>
<p align="justify">Political and Economic Uncertainties &#151; Because our property
interest and exploration activities in Colombia are subject to political,
economic and other uncertainties, situations may arise that could have a
significantly adverse material impact on us. </p>
</b>
<p align="justify" style="text-indent: 30">Our property interests and proposed
exploration activities in Western Colombia are subject to political, economic
and other uncertainties, including the risk of expropriation, nationalization,
renegotiation or nullification of existing contracts, mining licenses and
permits or other agreements, changes in laws or taxation policies, currency
exchange restrictions and fluctuations, changing political conditions and
international monetary fluctuations. Future government actions concerning the
economy, taxation, or the operation and regulation of nationally important
facilities such as mines could have a significant effect on us. Any changes in
regulations or shifts in political attitudes are beyond our control and may
adversely affect our business. Exploration may be affected in varying degrees by
government regulations with respect to restrictions on future exploitation and
production, price controls, export controls, foreign exchange controls, income
and/or mining taxes, expropriation of property, environmental legislation and
mine and/or site safety. No assurances can be given that our plans and
operations will not be adversely affected by future developments in Colombia.
Colombia is home to South America&#146;s largest and longest running insurgency. Any
changes in regulations or shifts in political attitudes are beyond the control
of the Company and may adversely affect our business. </p>
<b>
<p align="justify">Government Regulation and Environmental Risks &#151; Because we
are subject to various governmental regulations and environmental risks, we may
incur substantial costs to remain in compliance. </p>
</b>
<p align="justify" style="text-indent: 30">Our operations are subject to
Colombian and local laws and regulations regarding environmental matters, the
abstraction of water, and the discharge of mining wastes and materials. Any
changes in these laws could affect our operations and economics. Environmental
laws and regulations change frequently, and the implementation of new, or the
modification of existing, laws or regulations could harm us. We cannot predict
how agencies or courts in Colombia will interpret existing laws and regulations
or the effect that these adoptions and interpretations may have on our business
or financial condition. We may be required to make significant expenditures to
comply with governmental laws and regulations. </p>
<p ALIGN="JUSTIFY" style="text-indent: 30">Any significant mining operations
will have some environmental impact, including land and habitat impact, arising
from the use of land for mining and related activities, and certain impact on
water resources near the project sites, resulting from water use, rock disposal
and drainage run-off. No assurances can be given that such environmental issues
will not have a material adverse effect on our operations in the future. While
we believe we do not currently have any material environmental obligations,
exploration activities may give rise in the future to significant liabilities on
our part to the government and third parties and may require us to incur
substantial costs of remediation. </p>
<p ALIGN="JUSTIFY" style="text-indent: 30">Additionally, we do not maintain
insurance against environmental risks. As a result, any claims against us may
result in liabilities we will not be able to afford, resulting in the failure of
our business. Failure to comply with applicable laws, regulations, and
permitting requirements may result in enforcement actions thereunder, including
orders issued by regulatory or judicial authorities causing operations to cease
or be curtailed, and may include corrective measures requiring capital
expenditures, installation of additional equipment, or remedial actions. Parties
engaged in exploration operations may be required to compensate those suffering
loss or damage by reason of the exploration activities and may have civil or
criminal fines or penalties imposed for violations of applicable laws or
regulations and, in particular, environmental laws. </p>
<p ALIGN="JUSTIFY" style="text-indent: 30">Amendments to current laws,
regulations and permits governing operations and activities of exploration
companies, or more stringent implementation thereof, could have a material
adverse impact on the Company and cause increases in expenditures and costs or
require abandonment or delays in developing new mining properties. </p>
</font>
<p align="center"><font face="Times New Roman" size="2">10</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="justify">Competition &#151; In the event that we are unable to successfully
compete within the mineral exploration business, we may not be able to achieve
profitable operations. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">The mineral exploration business is
highly competitive. This industry has a multitude of competitors and many
competitors dominate this industry. Many of our competitors have greater
financial resources than us. As a result, we may experience difficulty competing
with other businesses when conducting mineral exploration activities or in the
retention of qualified personnel. No assurances can be given that we will be
able to compete effectively. </p>
<b>
<p align="justify">Commodity Fluctuations &#151; Due to numerous factors beyond our
control which could affect the marketability of gold including the market price
for gold, we may have difficulty selling any gold if commercially viable
deposits are found to exist. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">The availability of markets and the
volatility of market prices are beyond our control and represent a significant
risk. Even if commercially viable deposits of gold are found to exist on our
property interests, a ready market may not exist for the sale of the reserves.
Numerous factors beyond our control may affect the marketability of any
substances discovered. These factors include market fluctuations, the proximity
and capacity of markets and processing equipment, government regulations,
including regulations relating to prices, taxes, royalties, land tenure, land
use, importing and exporting of minerals and environmental protection. These
factors could inhibit our ability to sell gold in the event that commercially
viable deposits are found to exist. </p>
<b>
<p align="justify">Production Risks &#151; In the event that commercially viable
deposits are found to exist, there is a risk that we may not have to requisite
resources and expertise to place our properties into commercial production. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">We have limited prior experience in
placing mineral properties into production and our ability to do so will be
dependent upon us using the services of appropriately experienced personnel or
entering into agreements with other major resource companies that can provide
such expertise. There can be no assurance that we will have available to us the
necessary expertise when and if we place our resource properties into
production. Furthermore, as input costs continue to rise in the current economic
environment, there can be no assurance that we will be able to place our
properties into commercial production on economically favorable terms. </p>
<b>
<p align="justify">Dependence on Key Management and Scarce Resources &#151; Because
our success is dependent upon a limited number of people, our business may fail
if those individuals leave the company. </p>
</b>
<p ALIGN="JUSTIFY">The ability to identify, negotiate and consummate
transactions that will benefit us is dependent upon the efforts of our
management team. The loss of the services of any member of management could have
a material adverse effect on us. Our planned drilling activities may require
significant investment in additional personnel and capital equipment. Given the
current shortage of equipment and experienced personnel within the mining
industry, there can be no assurance that we will be able to acquire the
necessary resources to successfully implement our business plan. We have
historically experienced, and continue to experience, significant delays in
receiving verifying assay and check assay results from our third-party
analytical laboratories, and, as a result, there can be no assurance that we
will be able to complete our resource estimates on a timely basis. </p>
<b>
<p align="justify">Dependence on a Single Exploration Region &#151; Because we are
currently dependent upon one principal mineral district, should our properties
fail to generate sufficient revenue to support future operations, our business
may fail. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">We are currently dependent upon one
principal mineral region, that being the Marmato Mountain Gold District in
Colombia. The Marmato Mountain Gold District may never develop into commercially
viable ore bodies, which would have a materially adverse affect on our potential
mineral resource production, profitability, financial performance, and results
of operations. </p>
<b>
<p align="justify">Exploration and Mining Risks &#151; Because mineral exploration
and mining involve a high-degree of physical and financial risk, we may never
achieve profitable operations, and our business may fail. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">The business of exploring for and
mining of minerals involves a high degree of risk. Only a small proportion of
the properties that are explored are ultimately developed into producing mines.
At present, none of our properties have proven or probable reserves and the
proposed programs are an exploratory search for proven or probable reserves. The
mining areas presently being assessed by us may not contain economically
recoverable volumes of minerals or metals. Our operations may be disrupted by a
variety of risks and hazards which are beyond our control, including fires,
power outages, labor disruptions, flooding, explosions, cave-ins, landslides and
the inability to obtain suitable or adequate machinery, equipment or labor and
other risks involved in the operation of mines and the conduct of exploration
programs. We have relied and may continue to rely upon consultants and others
for operating expertise. </p>
</font>
<p align="center"><font face="Times New Roman" size="2">11</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman">
<p align="justify" style="text-indent: 30"><font size="2">Should economically
recoverable volumes of minerals or metal be found, substantial expenditures will
be required to establish reserves through drilling, to develop metallurgical
processes, to develop the mining and processing facilities and infrastructure at
any site chosen for mining. Although substantial benefits may be derived from
the discovery of a major mineralized deposit, no assurance can be given that
minerals will be discovered in sufficient quantities or having sufficient grade
to justify commercial operations or that funds required for development can be
obtained on a timely basis. The economics of developing gold and other mineral
properties is affected by many factors including the cost of operations,
variations of the grade of ore mined, fluctuations in the price of gold or other
minerals produced, costs of processing equipment and such other factors as
government regulations, including regulations relating to royalties, allowable
production, importing and exporting of minerals and environmental protection. In
addition, the grade of mineralization ultimately mined may differ from that
indicated by drilling results and such differences could be material. Short term
factors, such as the need for orderly development of ore bodies or the
processing of new or different grades, may have an adverse effect on mining
operations and on the results of operations. There can be no assurance that
minerals recovered in small scale laboratory tests will be duplicated in large
scale tests under on-site conditions or in production scale operations. Material
changes in geological resources, grades, stripping ratios or recovery rates may
affect the economic viability of projects. Depending on the price of gold or
other minerals produced, which have fluctuated widely in the past, we may
determine at any time that it is impractical to commence or continue commercial
production. </font></p>
<b>
<p align="justify"><font size="2">Risks Inherent in Estimating Mineral Resources
and Production &#151; If we have incorrectly estimated our mineral resources and
future production, our future revenues will be materially negatively affected.
</font></p>
</b>
<p align="justify" style="text-indent: 30"><font size="2">Our mineral resource
estimates are estimates only and no assurance can be given that any proven or
probable reserves will be discovered or that any particular level of recovery of
minerals will in fact be realized or that an identified reserve or resource will
ever qualify as a commercially mineable (or viable) deposit which can be legally
and economically exploited. In addition, the grade of mineralization which may
ultimately be mined may differ from that indicated by drilling results and such
differences could be material. Production can be affected by such factors as
permitting regulations and requirements, weather, environmental factors,
unforeseen technical difficulties, unusual or unexpected geological formations
and work interruptions. Discussions of our mineral resource estimates should not
be interpreted as assurances of commercial viability or potential or of the
profitability of any future operations. </font></p>
<b>
<p align="justify"><font size="2">Conflicts of Interest &#151; Because our directors
and officers may serve as directors or officers of other companies, they may
have a conflict of interest in making decisions for our business. </font></p>
</b>
<p align="justify" style="text-indent: 30"><font size="2">Our directors and
officers may serve as directors or officers of other companies or have
significant shareholdings in other resource companies and, to the extent that
such other companies may participate in ventures in which we may participate,
our directors may have a conflict of interest in negotiating and concluding
terms respecting the extent of such participation. In the event that such a
conflict of interest arises at a meeting of our directors, a director who has
such a conflict will abstain from voting for or against the approval of such
participation or such terms. In accordance with the laws of the State of
Delaware, our directors are required to act honestly, in good faith and in our
best interests. In determining whether or not we will participate in a
particular program and the interest therein to be acquired by us, the directors
will primarily consider the degree of risk to which we may be exposed and our
financial position at that time. </font></p>
<b>
<p align="justify"><font size="2">Repatriation of Earnings &#151; If restrictions on
repatriation of earnings from Colombia to foreign entities are instituted, our
business may be materially negatively affected. </font></p>
</b>
<p align="justify" style="text-indent: 30"><font size="2">Currently there are no
restrictions on the repatriation from Colombia of earnings to foreign entities.
However, given the political climate in Latin America and its history of regime
changes there can be no assurance that restrictions on repatriations of earnings
from Colombia will not be imposed in the future. </font></p>
<b>
<p align="justify"><font size="2">Currency Fluctuations &#151; Because we conduct
operations in Colombia, we are subject to foreign currency fluctuations, which
may materially affect our financial results.</font></b><font size="2"> </font>
</p>
<p align="justify" style="text-indent: 30"><font size="2">Our operations in
Colombia make us subject to foreign currency fluctuations and such fluctuations
may materially affect our financial position and results. We report our
financial results in U.S. dollars and incur expenses in U.S. dollars, Canadian
dollars, and Colombian pesos. As the exchange rate of the Canadian dollar and
Colombian peso fluctuates against the U.S. dollar, we will experience foreign
exchange gains and losses, both realized and unrealized, and such gains and
losses may be significant. We do not hedge any of our foreign currency
denominated balance sheet or operating exposures. </font></p>
</font>
<p align="center"><font face="Times New Roman" size="2">12</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="justify">Enforcement of Civil Liabilities &#151; Because substantially all
of our assets are located outside of the United States, it may be difficult or
impossible to enforce judgments granted by a court in the United States against
our assets, directors, or officers. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">Substantially all of our assets are
located outside of the United States, and certain of our directors and officers
are resident outside of the United States. As a result, it may be difficult or
impossible to enforce judgments granted by a court in the United States against
our assets or our directors and officers residing outside of the United States.
</p>
<b>
<p align="justify">Internal Controls &#151; If we fail to maintain an effective
system of internal control, we may not be able to accurately report our
financial results or prevent fraud, resulting in current and potential
stockholders losing confidence in our financial reporting. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">Effective internal controls are
necessary for us to provide reliable financial reports and effectively prevent
fraud. If we cannot provide reliable financial reports or prevent fraud, our
operating results could be harmed. We have in the past discovered, and may in
the future discover, areas of our internal controls that need improvement. Any
failure to implement required new or improved controls, or difficulties
encountered in their implementation, could harm our operating results or cause
us to fail to meet our reporting obligations. Inferior internal controls could
also cause investors to lose confidence in our reported financial information,
which could have a negative effect on the trading price of our stock. </p>
<b>
<p align="justify">Sarbanes-Oxley &#151; New legislation, including the
Sarbanes-Oxley Act of 2002, may make it more difficult for us to retain or
attract officers and directors. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">The Sarbanes-Oxley Act of 2002 was
enacted in response to public concerns regarding corporate accountability in
connection with recent accounting scandals. The stated goals of the
Sarbanes-Oxley Act are to increase corporate responsibility, to provide for
enhanced penalties for accounting and auditing improprieties at publicly traded
companies, and to protect investors by improving the accuracy and reliability of
corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act
generally applies to all companies that file or are required to file periodic
reports with the SEC, under the Securities Exchange Act of 1934. As a public
company, we are required to comply with the Sarbanes-Oxley Act. The enactment of
the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations
by the SEC that increase responsibilities and liabilities of directors and
executive officers. The perceived increased personal risk associated with these
recent changes may deter qualified individuals from accepting these roles. As a
result, it may be more difficult for us to attract and retain qualified persons
to serve on our board of directors or as executive officers. Compliance with
Section 404 of Sarbanes-Oxley (&quot;SOX 404&quot;) is a costly and time-consuming process. We have
limited internal and external resources to devote to maintaining SOX 404
compliance and there can be no assurance that we can maintain compliance. We are
currently working towards our SOX 404 compliance schedule, but it is a costly
and time-consuming process and there can be no assurance that we will be
compliant within the relevant legislation requirements. We have limited internal
and external resources and devote to becoming SOX 404 compliant and there can be
no assurance we will be compliant. We continue to evaluate and monitor
developments with respect to these rules, and we cannot predict or estimate the
amount of additional costs we may incur or the timing of such costs. </p>
<b>
<p align="justify">Project Costs &#151; Because we will be subject to compliance with
government regulation which may change, the anticipated costs of our exploration
program may increase. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">We have and will in the future engage
consultants to assist it with respect to our operations in Colombia. We are
beginning to deal with the various regulatory and governmental agencies, and the
rules and regulations of such agencies, in connection with the advancement of
the Marmato and Caramanta projects. No assurances can be given that we will be
successful in our efforts. Further, in order for us to operate and grow our
business in Colombia, we need to continually conform to the laws, rules and
regulations of such country and local jurisdiction. It is possible that the
legal and regulatory environment pertaining to the exploration and development
of gold mining properties will change. Uncertainty and new regulations and rules
could increase our cost of doing business, or prevent us from conducting our
business. </p>
<b>
<p align="justify">Pending Acquisitions &#151; Our planned acquisitions are subject
to regulatory approvals and due diligence, and may require shareholder consent.
</p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30" dir="ltr">We have announced proposed
acquisitions of Mineros S.A. and Colombia Gold. There can be no assurance
that either of these transactions will be completed, as significant regulatory,
due diligence and legal matters are outstanding. In addition, one or both of
these transactions may be subject to shareholder approval. There can be no
assurance that we will have or be able to obtain the financial and management resources to complete
these transactions. </p>
</font>
<p align="center"><font face="Times New Roman" size="2">13</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="justify">Commercialization Risks &#151; Our due diligence activities with
respect to our property interests cannot assure that these properties will
ultimately prove to be commercially viable. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">Our due diligence activities have
been limited, and to a great extent, we have relied upon information provided to
us by third-party advisors. Accordingly, no assurances can be given that the
properties or mining rights we possess will contain adequate amounts of gold for
commercialization. Further, even if we recover gold from such mining properties,
we cannot guarantee that we will make a profit. If we cannot acquire or locate
commercially exploitable gold deposits, or if it is not economical to recover
the gold deposits, our business and operations will be materially adversely
affected. At present, none of our properties have proven or probable reserves
and the proposed programs are an exploratory search for proven or probable
reserves. The mining areas presently being assessed by us may not contain
economically recoverable volumes of minerals or metals. We have relied and may
continue to rely, upon consultants and others for operating expertise. </p>
<b>
<p align="justify">Short Selling &#151; Because our common stock is quoted and traded
on the over-the-counter bulletin board and the Toronto Stock Exchange, short
selling could increase the volatility of our stock price. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">Short selling occurs when a person
sells shares of stock which the person does not yet own and promises to buy
stock in the future to cover the sale. The general objective of the person
selling the shares short is to make a profit by buying the shares later, at a
lower price, to cover the sale. Significant amounts of short selling, or the
perception that a significant amount of short sales could occur, could depress
the market price of our common stock. In contrast, purchases to cover a short
position may have the effect of preventing or retarding a decline in the market
price of our common stock, and together with the imposition of the penalty bid,
may stabilize, maintain or otherwise affect the market price of our common
stock. As a result, the price of our common stock may be higher than the price
that otherwise might exist in the open market. If these activities are
commenced, they may be discontinued at any time. These transactions may be
effected on over-the-counter bulletin board or any other available markets or
exchanges. Such short selling if it were to occur could impact the value of our
stock in an extreme and volatile manner to the detriment of our shareholders.
</p>
<b>
<p align="justify">Dividends &#151; Because we do not expect to pay dividends for the
foreseeable future, investors seeking cash dividends should not purchase our
common stock. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">We have never declared or paid any
cash dividends on our common stock. We currently intend to retain future
earnings, if any, to finance the expansion of our business. As a result, we do
not anticipate paying any cash dividends in the foreseeable future. Our payment
of any future dividends will be at the discretion of our board of directors
after taking into account various factors, including but not limited to our
financial condition, operating results, cash needs, growth plans and the terms
of any credit agreements that we may be a party to at the time. Accordingly,
investors must rely on sales of their own common stock after price appreciation,
which may never occur, as the only way to realize their investment. Investors
seeking cash dividends should not purchase our common stock. </p>
<b>
<p align="justify">Stock Price Volatility &#151; Because our stock price can be
volatile, investors may not be able to recover any of their investment. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">Stock prices in general, and stock
prices of mineral exploration companies in particular, have experienced extreme
volatility that often have been unrelated to the operating performance or any
specifics of the company. Factors that may influence the market price of our
common stock include: </p>
<p align="justify" style="margin-left: 50">(i)</font><font FACE="Arial" SIZE="2">
</font><font FACE="Times New Roman" SIZE="2">actual or anticipated changes or
milestones in our operations; </p>
<p align="justify" style="margin-left: 50">(ii)</font><font FACE="Arial" SIZE="2">
</font><font FACE="Times New Roman" SIZE="2">our ability or inability to acquire
gold mining properties or interests in such properties in Colombia; </font></p>
<p align="justify" style="margin-left: 50">
<font FACE="Times New Roman" SIZE="2">(iii)</font><font FACE="Arial" SIZE="2">
</font><font FACE="Times New Roman" SIZE="2">our ability or inability to
generate revenues; </font></p>
<p align="justify" style="margin-left: 50">
<font FACE="Times New Roman" SIZE="2">(iv)</font><font FACE="Arial" SIZE="2">
</font><font FACE="Times New Roman" SIZE="2">increased competition within
Colombia and elsewhere; </font></p>
<p align="justify" style="margin-left: 50">
<font FACE="Times New Roman" SIZE="2">(v)</font><font FACE="Arial" SIZE="2">
</font><font FACE="Times New Roman" SIZE="2">government regulations, including
mineral exploration regulations that affect our operations; </font></p>
<p align="justify" style="margin-left: 50">
<font FACE="Times New Roman" SIZE="2">(vi)</font><font FACE="Arial" SIZE="2">
</font><font FACE="Times New Roman" SIZE="2">predictions and trends in the gold
mining exploration industry; </p>
</font>
<p align="center"><font size="2">14</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2">
<p align="justify" style="margin-left: 50">(vii) volatility of gold market
prices; </p>
<p align="justify" style="margin-left: 50">(viii) sales of common stock by
&quot;insiders&quot;; and </p>
<p align="justify" style="margin-left: 50">(ix) announcements of significant
acquisitions, strategic partnerships, joint ventures or capital commitments by
us or our competitors. </p>
<p ALIGN="JUSTIFY" style="text-indent: 30">Our stock price may also be impacted
by factors that are unrelated or disproportionate to our operating performance.
These market fluctuation, as well as general economic, political and market
conditions, such as recessions, interest rates or international currency
fluctuations, may adversely affect the market price of our common stock. </p>
<b>
<p align="justify">Penny Stock Rules &#151; Because our common stock is quoted on the
over-the-counter bulletin board administered by FINRA and is subject to the
&quot;Penny Stock&quot; rules, the level of trading activity in our stock on the
over-the-counter bulletin board may be reduced. </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">Broker-dealer practices in connection
with transactions in &quot;penny stocks&quot; are regulated by penny stock rules adopted
by the Securities and Exchange Commission. Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
some national securities exchanges or quoted on the over-the-counter bulletin
board administered by FINRA). The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and, if the broker-dealer is the sole market
maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
broker-dealers who sell these securities to persons other than established
customers and &quot;accredited investors&quot; must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. Consequently, these
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security subject to the penny stock rules,
and investors in our common stock may find it difficult to sell their shares.
</p>
</font>
<p align="center"><font face="Times New Roman" size="2">15</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">USE OF PROCEEDS </p>
</b>
<p style="text-indent: 30">The selling securityholders will receive all of the
proceeds from the sale of shares of common stock pursuant to this prospectus. We
will not receive any of the proceeds from such sales. </p>
</font>
<p align="center"><font face="Times New Roman" size="2">16</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">SELLING SECURITYHOLDERS </p>
<p align="justify">Additional Securities </p>
</b>
<p align="justify" style="text-indent: 30">On June 18, 2008, we completed a
private sale of 11,167,000 special warrants at a price of $0.85 per special
warrant. Each special warrant will be automatically exercised for no additional
consideration to acquire one unit, subject to adjustment for certain events, on
the earliest of (a) the third business day after the date a receipt is issued by
the Ontario Securities Commission for the final prospectus qualifying the units to be
issued upon the exercise of the special warrants and (b) October 19, 2008. Each
unit will consist of one share of common stock and one common share purchase
warrant. Each warrant will entitle the holder to purchase one share of common
stock at a price of $1.50 per share until June 18, 2013. In connection with the
offering, we paid customary fees and issued special broker warrants exercisable
for no additional consideration into 781,690 broker warrants to
the placement agents retained for the offering. Each broker warrant entitles the
holder, subject to approval by the Company&#146;s shareholders, to purchase one share
of common stock at an exercise price of $0.85 per share until June 18, 2010. In
total, 11,167,000 shares of common stock and common share purchase warrants
and broker warrants exercisable for an aggregate of 11,948,690 shares of common stock are issuable
upon the automatic exercise of the special warrants and special broker warrants,
in transactions exempt from the registration requirements of the Securities Act
of 1933. Pursuant to the terms of a registration rights agreement we entered
into with the selling securityholders named below, if we fail to qualify for
resale (i) the shares of common stock issuable upon the exercise of the special
warrants, (ii) the shares of common stock underlying the warrants issuable upon
the exercise of the special warrants, (iii) the shares of common stock
underlying the broker warrants issuable upon the exercise of the special broker
warrants and (iv) the shares of common stock comprising part of the Additional
Units (as defined below), on or before October 18, 2008, we will be required to
issue to the selling securityholders named below an amount of Additional Units,
each Additional Unit comprising one share of common stock and one common share
purchase warrant, as set forth in the registration rights agreement. The selling
securityholders named below, including their transferees, pledges or donees or
their successors, may from time to time offer and sell, pursuant to this
prospectus and the prospectus supplement, if any, all, some or none of the
shares of common stock, including shares of common stock issued upon the
exercise of warrants. </p>
<p ALIGN="JUSTIFY" style="text-indent: 30">The table below sets forth the name
of each selling securityholder, the number of shares of our common stock that
the selling securityholder beneficially owned prior to the offering and the
number of such shares being registered for sale by the selling securityholder
under this prospectus. The number and percentage of outstanding common shares
beneficially owned upon completion of the offering assumes that all of the
common shares registered by the selling securityholders under this prospectus
have been sold and is based on 92,932,486 of our common shares outstanding as of
May 31, 2008. Except as disclosed below, the selling securityholders do not
have, and within the past three years has not had, any position, office or other
material relationship with us or any of our affiliates. </p>
<p ALIGN="JUSTIFY" style="text-indent: 30">The information is based on
information provided to us by or on behalf of the selling securityholders on or
prior to June 18, 2008. The selling securityholders identified below may have
sold, transferred or otherwise disposed of all or a portion of shares of common
stock since the date on which they provided this information in transactions
exempt from the registration requirements of the Securities Act of 1933.
Information about the selling securityholders may change from time to time. Any
changed information will be set forth in prospectus supplements or
post-effective amendments, as required. </p>
<p ALIGN="JUSTIFY" style="text-indent: 30">The selling securityholders may from
time to time on one or more occasions offer and sell any or all of the common
shares that are registered under this prospectus. The registration of our common
shares held by the selling securityholders does not necessarily mean that any
selling securityholder will offer or sell any of its shares. For information on
the procedure for sales by the selling securityholders, read the disclosure
under the heading &quot;Plan of Distribution&quot; below. </p>
<table CELLSPACING="0" BORDER="0" WIDTH="100%" cellpadding="0" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="23%">&nbsp;</td>
    <td WIDTH="9%" align="center">&nbsp;</td>
    <td WIDTH="9%" align="center">&nbsp;</td>
    <td WIDTH="9%" align="center">&nbsp;</td>
    <td WIDTH="10%" align="center">&nbsp;</td>
    <td WIDTH="10%" align="center"><font size="1">Maximum Number of</font></td>
    <td WIDTH="10%" align="center">&nbsp;</td>
    <td WIDTH="10%" align="center">&nbsp;</td>
    <td WIDTH="10%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="23%">&nbsp;</td>
    <td WIDTH="9%" align="center">&nbsp;</td>
    <td WIDTH="9%" align="center">&nbsp;</td>
    <td WIDTH="9%" align="center">&nbsp;</td>
    <td WIDTH="10%" align="center">&nbsp;</td>
    <td WIDTH="10%" align="center"><font size="1">Shares of Common</font></td>
    <td WIDTH="10%" align="center">&nbsp;</td>
    <td WIDTH="10%" align="center"><font size="1">Shares of</font></td>
    <td WIDTH="10%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="23%">&nbsp;</td>
    <td WIDTH="9%" align="center"><font size="1">Shares of</font></td>
    <td WIDTH="9%" align="center"><font size="1">Shares of </font></td>
    <td WIDTH="9%" align="center"><font FACE="Times New Roman" size="1">Shares
    of Common</font></td>
    <td WIDTH="10%" align="center"><font size="1">Maximum Number of</font></td>
    <td WIDTH="10%" align="center"><font size="1">Stock to Be Received</font></td>
    <td WIDTH="10%" align="center">&nbsp;</td>
    <td WIDTH="10%" align="center"><font size="1">Common Stock</font></td>
    <td WIDTH="10%" align="center"><font size="1">Percent</font></td>
  </tr>
  <tr>
    <td WIDTH="23%">&nbsp;</td>
    <td WIDTH="9%" align="center"><font size="1">Common Stock</font></td>
    <td WIDTH="9%" align="center"><font size="1">Common Stock to</font></td>
    <td WIDTH="9%" align="center"><font size="1">Stock to Be</font></td>
    <td WIDTH="10%" align="center"><font size="1">Shares of Common</font></td>
    <td WIDTH="10%" align="center"><font size="1">upon the Exercise of</font></td>
    <td WIDTH="10%" align="center"><font size="1">Total Shares of</font></td>
    <td WIDTH="10%" align="center"><font size="1">Beneficially</font></td>
    <td WIDTH="10%" align="center"><font size="1">Beneficially</font></td>
  </tr>
  <tr>
    <td WIDTH="23%">&nbsp;</td>
    <td WIDTH="9%" align="center"><font size="1">Beneficially</font></td>
    <td WIDTH="9%" align="center"><font size="1">Be Received upon</font></td>
    <td WIDTH="9%" align="center"><font FACE="Times New Roman" size="1">Received
    upon the</font></td>
    <td WIDTH="10%" align="center"><font size="1">Stock Which May Be</font></td>
    <td WIDTH="10%" align="center"><font size="1">Warrants Which May</font></td>
    <td WIDTH="10%" align="center"><font size="1">Common Stock</font></td>
    <td WIDTH="10%" align="center"><font size="1">Owned upon</font></td>
    <td WIDTH="10%" align="center"><font size="1">Owned upon</font></td>
  </tr>
  <tr>
    <td WIDTH="23%">&nbsp;</td>
    <td WIDTH="9%" align="center"><font size="1">Owned Prior to</font></td>
    <td WIDTH="9%" align="center"><font size="1">the Exercise of</font></td>
    <td WIDTH="9%" align="center"><font size="1">Exercise of</font></td>
    <td WIDTH="10%" align="center"><font size="1">Received upon a</font></td>
    <td WIDTH="10%" align="center"><font size="1">Be Received upon a</font></td>
    <td WIDTH="10%" align="center"><font size="1">that May Be</font></td>
    <td WIDTH="10%" align="center"><font size="1">Completion of</font></td>
    <td WIDTH="10%" align="center"><font size="1">Completion of</font></td>
  </tr>
  <tr>
    <td WIDTH="23%" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="1">Name of Selling Securityholder</font></td>
    <td WIDTH="9%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="1">This Offering</font></td>
    <td WIDTH="9%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="1">Special Warrants</font></td>
    <td WIDTH="9%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="1">Warrants</font></td>
    <td WIDTH="10%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="1">Registration Default(1)</font></td>
    <td WIDTH="10%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="1">Registration Default(1)</font></td>
    <td WIDTH="10%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="1">Offered Hereby</font></td>
    <td WIDTH="10%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="1">This Offering</font></td>
    <td WIDTH="10%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="1">This Offering(2)</font></td>
  </tr>
  <tr>
    <td WIDTH="23%" style="border-top-style: solid; border-top-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt">Multi-Strategy Master Fund(3)</font></td>
    <td WIDTH="9%" align="right" style="border-top-style: solid; border-top-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt">0</font></td>
    <td WIDTH="9%" align="right" style="border-top-style: solid; border-top-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt">3,530,000</font></td>
    <td WIDTH="9%" align="right" style="border-top-style: solid; border-top-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt">3,530,000</font></td>
    <td WIDTH="10%" align="right" style="border-top-style: solid; border-top-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt">529,500</font></td>
    <td WIDTH="10%" align="right" style="border-top-style: solid; border-top-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt">529,500</font></td>
    <td WIDTH="10%" align="right" style="border-top-style: solid; border-top-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt">8,119,000</font></td>
    <td WIDTH="10%" align="right" style="border-top-style: solid; border-top-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt">0</font></td>
    <td WIDTH="10%" align="right" style="border-top-style: solid; border-top-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%"><font style="font-size: 9pt">Dynamic Precious Metals Fund(4)</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">2,320,605</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">2,320,605</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">348,091</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">348,091</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">5,337,392</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%" bgcolor="#F5ECD3"><font style="font-size: 9pt">Salida Multi Strategy Hedge
    Fund(5)</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">900,000</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">1,471,000</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">1,471,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">220,650</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">220,650</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">3,383,300</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">900,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%"><font style="font-size: 9pt">BTR Global Prospector Trading
    Limited(6)</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">101,000</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">1,368,030</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">1,368,030</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">205,205</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">205,205</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">3,146,469</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">101,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%" bgcolor="#F5ECD3"><font style="font-size: 9pt">Anima SGRpA Rubrica Anima Fondo
    Trading(7)</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">1,680,000</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">600,000</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">600,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">90,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">90,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">1,380,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">1,680,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">1.8%</font></td>
  </tr>
  <tr>
    <td WIDTH="23%"><font style="font-size: 9pt">TD Asset Management Inc.(8)</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">585,000</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">585,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">87,750</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">87,750</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">1,345,500</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%" bgcolor="#F5ECD3"><font style="font-size: 9pt">Genus Dynamic Gold Fund(9)</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">2,634,000</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">260,000</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">260,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">39,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">39,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">598,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">2,634,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">2.8%</font></td>
  </tr>
  <tr>
    <td WIDTH="23%"><font style="font-size: 9pt">Ruffer Baker Steel Gold
    Fund(10)</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">2,332,000</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">255,000</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">255,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">38,250</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">38,250</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">586,500</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">2,332,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">2.5%</font></td>
  </tr>
  <tr>
    <td WIDTH="23%" bgcolor="#F5ECD3"><font style="font-size: 9pt">Apollo Nominees Inc(11)</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">235,000</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">235,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">35,250</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">35,250</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">540,500</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%"><font style="font-size: 9pt">Muse Global Master Fund Ltd(12)</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">117,500</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">117,500</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">17,625</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">17,625</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">270,250</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%" bgcolor="#F5ECD3"><font style="font-size: 9pt">BTR Global Prospector II
    Trading Limited(13)</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">102,970</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">102,970</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">15,446</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">15,446</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">236,831</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%"><font style="font-size: 9pt">Richard Kung</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">100,000</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">100,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">15,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">15,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">230,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%" bgcolor="#F5ECD3"><font style="font-size: 9pt">Select Gold Fund(14)</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">737,000</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">85,000</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">85,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">12,750</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">12,750</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">195,500</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">737,000</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%"><font style="font-size: 9pt">RIT Capital Partners Baker
    Steel(15)</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">747,000</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">80,000</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">80,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">12,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">12,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">184,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">747,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%" bgcolor="#F5ECD3"><font style="font-size: 9pt">Lux-Dyn Precious Metals
    Fund(16)</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">31,895</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">31,895</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">4,784</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">4,784</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">73,359</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%"><font style="font-size: 9pt">Genus Natural Resources
    Fund(17)</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">293,000</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">25,000</font></td>
    <td WIDTH="9%" align="right"><font style="font-size: 9pt">25,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">3,750</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">3,750</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">57,500</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">293,000</font></td>
    <td WIDTH="10%" align="right"><font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%" bgcolor="#F5ECD3"><font style="font-size: 9pt">Thomas Weisel Partners Canada
    Inc.(18)(20)</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font size="2">0</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="9%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">754,690</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">75,469</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">830,159</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">0</font></td>
    <td WIDTH="10%" align="right" bgcolor="#F5ECD3"><font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%"><font style="font-size: 9pt">Westmount Capital(19)(20)</font></td>
    <td WIDTH="9%" align="right" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="2">0</font></td>
    <td WIDTH="9%" align="right" style="border-bottom-style: solid; border-bottom-width: 1">
    <font style="font-size: 9pt">0</font></td>
    <td WIDTH="9%" align="right" style="border-bottom-style: solid; border-bottom-width: 1">
    <font style="font-size: 9pt">27,000</font></td>
    <td WIDTH="10%" align="right" style="border-bottom-style: solid; border-bottom-width: 1">
    <font style="font-size: 9pt">0</font></td>
    <td WIDTH="10%" align="right" style="border-bottom-style: solid; border-bottom-width: 1">
    <font style="font-size: 9pt">2,700</font></td>
    <td WIDTH="10%" align="right" style="border-bottom-style: solid; border-bottom-width: 1">
    <font style="font-size: 9pt">29,700</font></td>
    <td WIDTH="10%" align="right" style="border-bottom-style: solid; border-bottom-width: 1">
    <font style="font-size: 9pt">0</font></td>
    <td WIDTH="10%" align="right" style="border-bottom-style: solid; border-bottom-width: 1">
    <font style="font-size: 9pt">--</font></td>
  </tr>
  <tr>
    <td WIDTH="23%" bgcolor="#F5ECD3"><font style="font-size: 9pt"><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    Total</b></font></td>
    <td WIDTH="9%" align="right" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt"><b>9,424,000</b></font></td>
    <td WIDTH="9%" align="right" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">
    <font FACE="Times New Roman" style="font-size: 9pt"><b>11,167,000</b></font></td>
    <td WIDTH="9%" align="right" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt"><b>11,948,690</b></font></td>
    <td WIDTH="10%" align="right" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt"><b>1,675,050</b></font></td>
    <td WIDTH="10%" align="right" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt"><b>1,753,219</b></font></td>
    <td WIDTH="10%" align="right" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt"><b>26,543,959</b></font></td>
    <td WIDTH="10%" align="right" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">
    <font style="font-size: 9pt"><b>9,424,000</b></font></td>
    <td WIDTH="10%" align="right" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">&nbsp;</td>
  </tr>
</table>
</font>
<font style="font-size: 9pt"><font FACE="Times New Roman">
<p align="justify" style="margin-bottom: 0">(1) </p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
Pursuant to the terms of a registration rights agreement we entered into with
the selling securityholders, if the common shares issuable upon exercise of the
special warrants, the warrants and the special broker warrants are not qualified
for resale by an effective registration statement on or before October 18, 2008,
we will be required to issue to each of the selling securityholders and the
agents in the June 18, 2008 private placement an amount of additional units,
each unit comprising one common share and one common share purchase warrant, as
specified in the registration rights agreement, up to a maximum of 15% of the
number of special warrants received in the private placement. </p>
</font>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(2) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">&quot;--&quot; denotes less than one percent.</font></p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(3) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control person of
the named selling securityholder is Michael Humphries. </font></p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(4) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control person of
the named selling securityholder is Robert Cohen. </font></p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(5) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control person of
the named selling securityholder is Brad White. </font>
</p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(6) </font>
</p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that
the control person of the named selling securityholder is Brian Trenholm. </font>
</p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(7) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control person of
the named selling securityholder is Giordano Martinelli. </font></p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(8) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control person of
the named selling securityholder is Robert Sklar. </font></p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(9) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control persons of
the named selling securityholder are Tino Isnardi, Aneil Bhatt, Trevor Steel and
David Baker. </font></p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(10) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control persons of
the named selling securityholder are Tino Isnardi, Aneil Bhatt, Trevor Steel and
David Baker.</font></p>
<font FACE="Times New Roman">
<p align="justify" style="margin-top: 0; margin-bottom: 0">(11) </p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
We have been informed that the control persons of the named selling
securityholder are E. Adrian Meyer, Geoffrey Matus, Craig Rimer, Mohammed Patel,
Amanda Pile, Gilles Gosselin, Ryle Weekes, Paul Pitt, Bradley Gibbert, Cynthia
Butcher, Natalia Sisnett, Laura Gittens and Joy Aberback. </p>
</font>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(12) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control person of
the named selling securityholder is Richard Hazlewood.</font></p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(13) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control person of
the named selling securityholder is Brian Trenholm. </font></p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(14) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control persons of
the named selling securityholder are Tino Isnardi, Aneil Bhatt, Trevor Steel and
David Baker. </font></p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(15) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control persons of
the named selling securityholder are Tino Isnardi, Aneil Bhatt, Trevor Steel and
David Baker. </font></p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(16) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control person of
the named selling securityholder is Robert Cohen. </font></p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(17) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control persons of
the named selling securityholder are Tino Isnardi, Aneil Bhatt, Trevor Steel and
David Baker. </font></p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(18) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control person of
the named selling securityholder is Keith Harris. </font></p>
<p align="justify" style="margin-top: 0; margin-bottom: 0">
<font face="Times New Roman">(19) </font></p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
<font face="Times New Roman">We have been informed that the control person of
the named selling securityholder is  Robert Seguin.</font></p>
<font FACE="Times New Roman">
<p align="justify" style="margin-top: 0; margin-bottom: 0">(20) </p>
<p align="justify" style="margin-left: 4%; margin-top: -10.8pt; margin-bottom: 0">
Thomas Weisel Partners Canada Inc. and Westmount Capital acted as placement
agents in connection with the private placement completed June 18, 2008 and
received special broker warrants that will be automatically exercised into
warrants to purchase a total of 781,690 shares of our common stock and customary
fees as compensation for their services. Certain of these placement agents have
assisted us with previous private placements. </p>
</font>
</font>
<font SIZE="2">
</font>
<font FACE="Times New Roman" SIZE="2">
<p align="justify" style="margin-left: 30">Other than as disclosed above, none
of the selling securityholders: </p>
<p align="justify" style="text-indent: 50">(1) has had a material relationship
with us other than as a shareholder at any time within the past three years; or
</p>
<p align="justify" style="text-indent: 50">(2) has been one of our officers or
directors. </p>
</font>
<p align="center"><font face="Times New Roman" size="2">17</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">PLAN OF DISTRIBUTION </p>
</b>
<p align="justify" style="text-indent: 30">Each Selling Stockholder (the
&quot;Selling Stockholders&quot;) of the common stock of Company may, from time to time, sell any or all of
their shares of Common Stock on the Trading Market or any other stock exchange,
market or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. A Selling
Stockholder may use any one or more of the following methods when selling
shares: </p>
</font><font FACE="Symbol MT" LANG="JA" SIZE="2">
<ul>
  <li>
  <p align="justify" style="margin-top: 0; margin-bottom: 0"></font>
  <font FACE="Times New Roman" SIZE="2">ordinary brokerage transactions and
  transactions in which the broker dealer solicits purchasers; </li>
  </font><font FACE="Symbol MT" LANG="JA" SIZE="2">
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0"></font>
  <font FACE="Times New Roman" SIZE="2">block trades in which the broker dealer
  will attempt to sell the shares as agent but may position and resell a portion
  of the block as principal to facilitate the transaction; </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">purchases by a broker dealer as
  principal and resale by the broker dealer for its account; </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">an exchange distribution in accordance
  with the rules of the applicable exchange; </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">privately negotiated transactions;
  </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">settlement of short sales entered into
  after the effective date of the registration statement of which this
  prospectus is a part; </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">broker dealers may agree with the
  Selling Stockholders to sell a specified number of such shares at a stipulated
  price per share; </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">a combination of any such methods of
  sale; </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">through the writing or settlement of
  options or other hedging transactions, whether through an options exchange or
  otherwise; or </font></li>
  <li>
  <p ALIGN="justify" style="margin-top: 0; margin-bottom: 0">
  <font FACE="Times New Roman" SIZE="2">any other method permitted pursuant to
  applicable law. </li>
</ul>
<p align="justify" style="text-indent: 30">The Selling Stockholders may also
sell shares under Rule 144 under the Securities Act of 1933, as amended (the
&quot;Securities Act&quot;), if available, rather than under this prospectus. </p>
<p align="justify" style="text-indent: 30">Broker dealers engaged by the Selling
Stockholders may arrange for other brokers dealers to participate in sales.
Broker dealers may receive commissions or discounts from the Selling
Stockholders (or, if any broker dealer acts as agent for the purchaser of
shares, from the purchaser) in amounts to be negotiated, but, except as set
forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with NASD Rule
2440; and in the case of a principal transaction a markup or markdown in
compliance with NASD IM-2440. </p>
<p align="justify" style="text-indent: 30">In connection with the sale of the
Common Stock or interests therein, the Selling Stockholders may enter into
hedging transactions with broker-dealers or other financial institutions, which
may in turn engage in short sales of the Common Stock in the course of hedging
the positions they assume. The Selling Stockholders may also sell shares of the
Common Stock short and deliver these securities to close out their short
positions, or loan or pledge the Common Stock to broker-dealers that in turn may
sell these securities. The Selling Stockholders may also enter into option or
other transactions with broker-dealers or other financial institutions or the
creation of one or more derivative securities which require the delivery to such
broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such
transaction). </p>
<p align="justify" style="text-indent: 30">The Selling Stockholders and any
broker-dealers or agents that are involved in selling the shares may be deemed
to be &quot;underwriters&quot; within the meaning of the Securities Act in connection with
such sales. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.

In no event shall
any broker-dealer receive fees, commissions and markups which, in the aggregate,
would  exceed customary fees and commissions. </p>
<p align="justify" style="text-indent: 30">The Selling Stockholders may from
time to time pledge or grant a security interest in some or all of the shares of
common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the
shares of common stock from time to time under this prospectus after we have
filed an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act of 1933 amending the list of Selling
Stockholders to include the pledgee, transferee or other successors in interest
as Selling Stockholders under this prospectus. </p>
</font>
<p align="center"><font face="Times New Roman" size="2">18</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2">
<p align="justify" style="text-indent: 30">The Selling Stockholders also may
transfer the shares of Common Stock in other circumstances, in which case the
transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus and may sell the shares of
Common Stock from time to time under this prospectus after we have filed an
amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933 amending the list of Selling Stockholders to
include the pledgee, transferee or other successors in interest as Selling
Stockholders under this prospectus. </p>
<p ALIGN="JUSTIFY" style="text-indent: 30">The Company is required to pay
certain fees and expenses incurred by the Company incident to the registration
of the shares, but the Company will not receive any proceeds from the sale of
the Common Stock by the Selling Stockholders. The Company has agreed to
indemnify the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act. </p>
<p align="justify" style="text-indent: 30">Because Selling Stockholders may be
deemed to be &quot;underwriters&quot; within the meaning of the Securities Act, they will
be subject to the prospectus delivery requirements of the Securities Act. In
addition, any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than under this prospectus. Each Selling Stockholder has advised us that they
have not entered into any written or oral agreements, understandings or
arrangements with any underwriter or broker-dealer regarding the sale of the
resale shares. There is no underwriter or coordinating broker acting in
connection with the proposed sale of the resale shares by the Selling
Stockholders. </p>
<p align="justify" style="text-indent: 30">We agreed to keep this prospectus
effective until the earlier of (i) six months following the expiration of the
warrants, (ii) all of the Common Stock held by Selling Stockholders can be sold
without restriction or limitation pursuant to Rule 144(b)(1) or (iii) such time
as all shares covered by the registration statement have been sold publicly. The
resale shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states, the resale shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and is complied with.
</p>
<p align="justify" style="text-indent: 30">Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of
the resale shares may not simultaneously engage in market making activities with
respect to the Common Stock for the applicable restricted period, as defined in
Regulation M, prior to the commencement of the distribution. We have advised
each Selling Stockholder that it may not use shares registered under this
Registration Statement to cover short sales of Common Stock made prior to the
date on which this Registration Statement shall have been declared effective by
the Securities and Exchange Commission. In addition, the Selling Stockholders
will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of shares of the Common Stock by the Selling Stockholders or
any other person. We will make copies of this prospectus available to the
Selling Stockholders and have informed them of the need to deliver a copy of
this prospectus to each purchaser at or prior to the time of the sale. </p>
</font>
<p align="center"><font face="Times New Roman" size="2">19</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">DESCRIPTION OF SECURITIES TO BE REGISTERED </p>
</b>
<p align="justify" style="text-indent: 30">Our authorized capital stock consists
of 200,000,000 shares of common stock and 10,000,000 shares of preferred stock,
with a par value of $0.00001 per share. As of May 31, 2008, there were
92,932,486 shares of our common stock and no shares of our preferred stock issued
and outstanding. </p>
<i><b>
<p align="justify">Common Stock </p>
</b></i>
<p align="justify" style="text-indent: 30">Our common stock is entitled to one
vote for each share outstanding on each matter voted at a stockholders&#146; meeting,
including the election of directors. Generally, all matters to be voted on by
stockholders must be approved by a majority (or, in the case of election of
directors, by a plurality) of the votes entitled to be cast by all shares of our
common stock that are present, in person or represented by proxy, subject to any
voting rights granted to holders of any preferred stock. Holders of our common
stock representing five percent (5%) of our capital stock issued, outstanding
and entitled to vote, represented in person or by proxy, are necessary to
constitute a quorum at any meeting of our stockholders. A vote by the holders of
a majority of our outstanding shares is required to effectuate certain
fundamental corporate changes such as liquidation, merger, or an amendment to
our certificate of incorporation. Our certificate of incorporation does not
provide for cumulative voting in the election of directors. </p>
<p ALIGN="JUSTIFY" style="text-indent: 30">In the event of any merger or
consolidation with or into another company in connection with which shares of
our common stock are converted into or exchangeable for shares of stock, other
securities or property (including cash), all holders of our common stock will be
entitled to receive the same kind and amount of shares of stock and other
securities and property (including cash). </p>
<p align="justify" style="text-indent: 30">Holders of our common stock have no
pre-emptive rights, no conversion rights, and there are no redemption provisions
applicable to our common stock. </p>
<i><b>
<p align="justify">Preferred Stock </p>
</b></i>
<p align="justify" style="text-indent: 30">Our Board of Directors is authorized
to issue all or any of the shares of the preferred stock in one or more series,
fix the number of shares, determine or alter for each such series voting powers
or other rights, qualifications, limitations, or restrictions thereof. The Board
of Directors is also expressly authorized to increase or decrease the number of
shares of any series subsequent to the issuance of shares of that series, but
not below the number of shares of such series then outstanding. In case the
number of shares of any series shall be decreased in accordance with the
foregoing sentence, the shares constituting such decrease shall resume the
status that they had prior to the adoption of the resolution originally fixing
the number of shares of such series. </p>
<i><b>
<p align="justify">Dividend Policy </p>
</b></i>
<p align="justify" style="text-indent: 30">We have never declared or paid any
cash dividends on our common stock. We currently intend to retain future
earnings, if any, to finance the expansion of our business. As a result, we do
not anticipate paying any cash dividends in the foreseeable future. </p>
<p align="justify" style="text-indent: 30">In the event that a dividend is
declared, common stockholders on the record date are entitled to share ratably
in any dividends that may be declared from time to time on the common stock by
our board of directors from funds legally available. </p>
<p align="justify" style="text-indent: 30">There are no restrictions in our
certificate of incorporation or bylaws that restrict us from declaring
dividends. The Delaware General Corporation Law, as amended (&quot;DGCL&quot;), provides
that a corporation may pay dividends out of surplus, out the corporation&#146;s net
profits for the preceding fiscal year, or both provided that there remains in
the stated capital account an amount equal to the par value represented by all
shares of the corporation's stock raving a distribution preference. </p>
<i><b>
<p align="justify">Delaware Anti-Takeover Laws </p>
</b></i>
<p align="justify" style="text-indent: 30">Section 203 of the DGCL provides
state regulation over the acquisition of a controlling interest in certain
Delaware corporations unless our certificate of incorporation or bylaws provide
that the provisions of these sections do not apply. Our certificate of
incorporation and bylaws do not state that these provisions do not apply. The
DGCL creates a number of restrictions on the ability of a person or entity to
acquire control of a Delaware corporation by setting down certain rules of
conduct and voting restrictions in any acquisition attempt, among other things.
</p>
</font>
<p align="center"><font face="Times New Roman" size="2">20</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">LEGAL MATTERS </p>
</b>
<p style="text-indent: 30" align="justify">The validity of the shares of common stock registered hereunder will
be passed upon for us by Shearman &amp; Sterling LLP, Toronto, Ontario. </p>
<b>
<p align="center">EXPERTS </p>
</b>
<p style="text-indent: 30" align="justify">The financial statements and the related financial
statement schedules, incorporated in this prospectus by reference to our annual
report on Form 10-KSB for the years ended December 31, 2007 and 2006, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent chartered accountants, given on the authority of said firm as
experts in auditing and accounting. </p>
<p style="text-indent: 30" align="justify">Any technical information regarding the Marmato and
Caramanta projects in the Departments of Caldas and Antioquia in the Republic of
Colombia, as described in this prospectus, or incorporated by reference hereto,
is included in reliance on the technical report submitted by Micon International
Limited, an independent consultant. This information is included in this
prospectus in reliance upon the authority of Micon International Limited as
experts in these matters. </p>
</font>
<p align="center"><font face="Times New Roman" size="2">21</font></p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="4"><b>
<p ALIGN="center">26,543,959 Shares </p>
<p ALIGN="center">

<img height="60" src="cgdfex1.jpg" width="250" border="0"></p>
<p ALIGN="center">Common Stock </p>
<p align="center">&nbsp;</p>
</b></font><font FACE="Times New Roman" SIZE="2">
<p align="center">_______________ </p>
</font><font FACE="Times New Roman"><b>
<p align="center">Prospectus </p>
<p align="center">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; , 2008 </p>
</b></font><font FACE="Times New Roman" SIZE="2">
<p align="center">_______________ </p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'></font><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">PART II </p>
<p align="center">INFORMATION NOT REQUIRED IN PROSPECTUS </p>
<p>Item 13. Other Expenses of Issuance and Distribution. </p>
</b>
<p align="justify" style="text-indent: 30">The following table sets forth the
costs and expenses payable by us in connection with the distribution of the
securities being registered. All of the amounts shown are estimates, except the
Securities and Exchange Commission registration fee. We have agreed to bear all
expenses (other than underwriting discounts and selling commissions) in
connection with the registration and sale of the securities offered by the
selling securityholders. </p>
</font>
<table CELLSPACING="0" BORDER="0" WIDTH="100%" cellpadding="0" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="75%" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">Securities and
    Exchange Commission registration fee</font></td>
    <td WIDTH="11%" align="right" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">$</font></td>
    <td WIDTH="13%" align="right" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">757</font></td>
  </tr>
  <tr>
    <td WIDTH="75%"><font FACE="Times New Roman" SIZE="2">Printing fees</font></td>
    <td WIDTH="11%" align="right">&nbsp;</td>
    <td WIDTH="13%" align="right"><font face="Times New Roman" size="2">
    10,000</font></td>
  </tr>
  <tr>
    <td WIDTH="75%" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">Accounting fees and
    expenses</font></td>
    <td WIDTH="11%" align="right" bgcolor="#F5ECD3">&nbsp;</td>
    <td WIDTH="13%" align="right" bgcolor="#F5ECD3">
    <font face="Times New Roman" size="2">20,000</font></td>
  </tr>
  <tr>
    <td WIDTH="75%"><font FACE="Times New Roman" SIZE="2">Legal fees and
    expenses</font></td>
    <td WIDTH="11%" align="right">&nbsp;</td>
    <td WIDTH="13%" align="right"><font face="Times New Roman" size="2">
    30,000</font></td>
  </tr>
  <tr>
    <td WIDTH="75%" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">Miscellaneous expenses</font></td>
    <td WIDTH="11%" align="right" bgcolor="#F5ECD3">&nbsp;</td>
    <td WIDTH="13%" align="right" style="border-bottom-style: solid; border-bottom-width: 1" bgcolor="#F5ECD3">
    <font FACE="Times New Roman" SIZE="2">10,000</font></td>
  </tr>
  <tr>
    <td WIDTH="75%"><font FACE="Times New Roman" SIZE="2">
    <p style="margin-left: 30">Total(1)</font></td>
    <td WIDTH="11%" align="right"><font FACE="Times New Roman" SIZE="2">$</font></td>
    <td WIDTH="13%" align="right" style="border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1">
    <font face="Times New Roman" size="2">70,757</font></td>
  </tr>
</table>
<font FACE="Times New Roman" SIZE="2">
<p>(1) The amounts set forth above are estimates except for the Securities and
Exchange Commission registration fee. </p>
<b>
<p>Item 14. Indemnification of Directors and Officers. </p>
</b>
<p align="justify" style="text-indent: 30">Section 145 of the Delaware General
Corporation Law, as amended (the &quot;DGCL&quot;), provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys&#146; fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses (including
attorneys&#146; fees) actually and reasonably incurred in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper. </p>
<p align="justify" style="text-indent: 30">Colombia Goldfields has agreed to
indemnify its officers and directors to the fullest extent permitted by law.
Such indemnification is intended to supplement our officers&#146; and directors&#146;
liability insurance. </p>
<p align="justify" style="text-indent: 30">Our certificate of incorporation
provides for indemnification of our directors, officers and employees as
follows: </p>
<p align="justify" style="text-indent: 30">A director of the Company shall not
be personally liable to us or our stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director&#146;s duty of loyalty to us or our stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from
which the director derived any improper personal benefit. If the DGCL is
hereafter amended to further reduce or to authorize, with the approval of our
stockholder, further reductions in the liability of our directors for breach of
fiduciary duty, then a director of the Company shall not be liable for any such
breach to the fullest extent permitted by the DGCL as so amended. </p>
<p align="justify" style="text-indent: 30">To the extent permitted by applicable
law, we are also authorized to provide indemnification of (and advancement of
expenses to) such agents (and any other persons to which Delaware law permits us
to provide indemnification) through provisions in our bylaws, agreements with
such agents or other persons, voting of securityholders or disinterested
directors or otherwise, in excess of the indemnification and advancement
otherwise permitted by Section 145 of the DGCL, subject only to limits created
by applicable Delaware law (statutory or non-statutory), with respect to actions
for breach of duty to the Company, its securityholders and others. </p>
</font><hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2">
<p align="justify" style="text-indent: 30">Any repeal or modification of any of
the foregoing provisions of the indemnification provisions in our certificate of
incorporation or bylaws shall be prospective and shall not adversely affect any
right or protection of a director, officer, agent, or other person existing at
the time of, or increase the liability of any director of the Company with
respect to any acts or omissions of such director occurring prior to, such
repeal or modification. </p>
<b>
<p align="justify">Item 15. Recent Sales of Unregistered Securities. </p>
</b>
<p align="justify" style="text-indent: 30">On June 18, 2008, we closed a private
placement of 11,167,000 special warrants (the &quot;Special Warrants&quot;) at a price of
US$0.85 per Special Warrant, providing the Company with gross proceeds of
approximately US $9.5 million. Each Special Warrant will be automatically
exercised for no additional consideration to acquire one unit (the &quot;Units&quot;),
subject to adjustment in certain events, at 5:00 pm (Toronto time) on the
earliest of (a) the third business day after the date that a receipt is issued
by the securities regulatory authorities in the jurisdictions of Canada where
the Special Warrants are sold for the final prospectus qualifying the
distribution of the Units to be issued upon the exercise of the Special
Warrants, and (b) the date that is four months and one day following the closing
date of the offering. Each Unit will consist of one common share of the Company
(the &quot;Common Shares&quot;) and one Common Share purchase warrant of the Company (the
&quot;Warrants&quot;). Each Warrant will entitle the holder thereof to acquire one Common
Share at a price of US$1.50 at any time until 4:00 p.m. (Toronto time) on the
date which is 60 months following the closing date of the offering. In connection with the offering, the
Company paid fees and expenses of $751,531 and issued 781,690 special broker
warrants (the &quot;Special Broker Warrants&quot;) to the agents retained for the
offering, each Special Broker Warrant exercisable for no additional
consideration into broker warrants of the Company (the &quot;Broker Warrants&quot;), and
each Broker Warrant entitling the holder thereof, subject to shareholder
approval, to purchase one Common Share at an exercise price of U.S.$0.85 per
Common Share during the period ending 24 months following the closing date of
the offering. The offering was made pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended (&quot;Section 4(2)&quot;). All offers and sales were made in compliance
with the requirements of the exemption from registration provided by Section
4(2). </p>
<p align="justify" style="text-indent: 30">On March 31, 2008, we completed a
private sale of 6,342,411 units at a price of US$0.85 per unit, providing the
Company with gross proceeds of approximately US$5.4 million. Each unit consists
of one common share of the Company and one common share purchase warrant of the
Company. Each warrant entitles the holder to purchase one common share of the
Company at a price of US$1.10 for a period of two years from the closing date. The offering was made to non-U.S.
persons, as defined in Regulation S (&quot;Regulation S&quot;) under the Securities Act of
1933, as amended (the &quot;Securities Act&quot;), and pursuant to the exemption from
registration provided by Section 4(2).
All offers and sales were made in compliance with the requirements of Regulation
S or the exemption from registration provided by Section 4(2).
</p>
<p ALIGN="JUSTIFY" style="text-indent: 30">On March 19, 2008, we granted options
to purchase 50,000 shares of our common stock to a director in consideration for
services rendered to the Company. These options were issued pursuant to Section
4(2)  . We did not engage in any general
solicitation or advertising. </p>
<p align="justify" style="text-indent: 30">On March 3, 2008, we granted options
to purchase 250,000 shares of our common stock to an employee in consideration
for services rendered to the Company. These options were issued pursuant to
Section 4(2). We did not engage in any
general solicitation or advertising. </p>
<p align="justify" style="text-indent: 30">On February 8, 2008, we issued
350,000 common share purchase warrants to Global Resource Fund, the lender under
a promissory note we executed on the same date, in consideration for entering
into the promissory note. These securities were issued pursuant to Section 4(2). We did not engage in any general solicitation or
advertising.</p>
</font><hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2">
<p align="justify" style="text-indent: 30">On December 28, 2007, we completed a
private sale of 9,165,226 units at a price of Cdn$1.10 per unit, providing the
Company with gross proceeds of Cdn$10,081,749. Each unit consists of one common
share of the Company and one-half of one common share purchase warrant. Each
full warrant entitles the holder to purchase one common share of the Company at
a price of Cdn$2.00 per share until December 28, 2012. In connection with the
offering, the Company paid fees of Cdn$665,314 and issued 595,739 common share
purchase warrants to the placement agents retained for the offering. Each
agents&#146; warrant entitles the holder to purchase one common share at an exercise
price of Cdn$1.20 for a period of 24 months. The offering was made to non-U.S.
persons, as defined in Regulation S (&quot;Regulation S&quot;) under the Securities Act of
1933, as amended (the &quot;Securities Act&quot;), and pursuant to the exemption from
registration provided by Section 4(2).
The Company received representations from the placement agents that all offers
and sales were made in compliance with the requirements of Regulation S or the
exemption from registration provided by Section 4(2). </p>
<p ALIGN="JUSTIFY" style="text-indent: 30">On November 14, 2007, we issued
125,000 shares of our common stock to a director pursuant to the exercise of
options for proceeds of $94. These securities were issued pursuant to Section
4(2) of the Securities Act of 1933. We did not engage in any general
solicitation or advertising. We issued the stock certificates and affixed the
appropriate legends to the restricted stock. </p>
<p align="justify" style="text-indent: 30">On November 8, 2007, we granted
options to purchase 1,850,000 shares of our common stock to certain directors,
officers and employees in consideration for services rendered to the Company.
These options were issued pursuant to Section 4(2). We did not engage in any general solicitation or advertising.
</p>
<p align="justify" style="text-indent: 30">On October 1, 2007, we granted
options to purchase 150,000 shares of our common stock to a consultant in
consideration for services rendered to the Company. These options were issued
pursuant to Section 4(2). We did not
engage in any general solicitation or advertising. </p>
<p align="justify" style="text-indent: 30">On September 14, 2007, we issued
3,000,000 shares of our common stock to Investcol Limited as consideration for
the exercise of our option to acquire an additional ten percent (10%) of the
issued and outstanding stock of RNC (Colombia) Limited (&quot;RNC&quot;), resulting in our
owning 100% of RNC. These shares were issued pursuant to Section 4(2). We did not engage in any general solicitation or advertising.
The stock certificate was issued with the appropriate legends affixed to the
restricted stock. </p>
<p align="justify" style="text-indent: 30">On August 14, 2007, we completed a
private equity offering of 8,483,000 units at Cdn$1.40 per unit to a total of 24
investors. Each unit consists of one share of common stock and one-half warrant
(&quot;the Warrant&quot;) to purchase one share of our common stock, exercisable for
twelve months from the closing of the offering. The exercise price of the
warrant is Cdn$1.85. The Warrant requires the holder, upon notice from the
Company, to exercise in the event that during any fifteen consecutive trading
days, the common stock of the Company closes at or above Cdn$2.25 on a
recognized North American stock exchange. We completed this offering pursuant to
Regulation S of the Securities Act. Each investor represented to us that he was
a non-US person as defined in Regulation S. We did not engage in a distribution
of this offering in the United States. Each investor represented his intention
to acquire the securities for investment only and not with a view toward
distribution. We requested our stock transfer agent to affix appropriate legends
to the stock certificate issued to each investor in accordance with Regulation S
and the transfer agent affixed the appropriate legends. Each investor was given
adequate access to sufficient information about us to make an informed
investment decision. We issued 508,980 warrants to our agents in connection with
this transaction, each Agent&#146;s Warrant exercisable for one common stock at an
exercise price of Cdn$1.40 for a period of 36 months. </p>
<p align="justify" style="text-indent: 30">On August 7, 2007 we issued 150,000
options to purchase our common stock to certain consultants in exchange for
services rendered pursuant to Section 4(2). </p>
<p align="justify" style="text-indent: 30">On June 6, 2007, we issued 60,000
shares of our common stock to outside members of our board of directors in
consideration for services rendered as a member of the board. These shares were
issued pursuant to Section 4(2). We
did not engage in any general solicitation or advertising. The stock
certificates issued had the appropriate legends affixed to the restricted stock.
</p>
<p align="justify" style="text-indent: 30">On May 3, 2007, we issued 50,000
shares of our common stock in exchange for the exercise of stock options
previously issued to a consultant. We received gross proceeds of $37,500 upon
the exercise of these warrants. These securities were issued pursuant to Section
4(2). We did not engage in any general
solicitation or advertising. We issued the stock certificates and affixed the
appropriate legends to the restricted stock. </p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'>
<p align="justify" style="text-indent: 30">On March 22, 2007, we issued a total
of 650,000 shares of restricted common stock to two consultants for services
rendered. These shares were issued pursuant to Section 4(2). We did not engage in any general solicitation of advertising. We issued the
stock certificate and affixed the appropriate legends to the restricted stock.
</p>
<p align="justify" style="text-indent: 30">On March 21, 2007, we completed a
private equity offering of 9,020,000 shares of our common stock, par value
$0.00001, at $1.00 per share. The gross proceeds we received from this offering
were $ 9,020,000. In connection with this private equity offering, we paid a
commission of $541,200 and issued warrants to purchase 541,200 shares of our
common stock with each warrant exercisable for a period of thirty-six (36)
months from the closing of the offering at an exercise price of $1.00 per share. We completed this offering pursuant
to Regulation S. Each investor represented to us that he
was a non-US person as defined in Regulation S. We did not engage in a
distribution of this offering in the United States. Each investor represented
his intention to acquire the securities for investment only and not with a view
toward distribution. We requested our stock transfer agent to affix appropriate
legends to the stock certificate issued to each investor in accordance with
Regulation S and the transfer agent affixed the appropriate legends. Each
investor was given adequate access to sufficient information about us to make an
informed investment decision.
</p>
<p align="justify" style="text-indent: 30">On March 16, 2007, we granted to two
members of our board of directors options to purchase a total of 200,000 shares
of our common stock at the exercise price of $1.15 per share with the options
vesting completely over two years and exercisable for a period of ten years from
the date of issuance. These options were issued pursuant to Section 4(2). We did not engage in any general
solicitation or advertising. </p>
<p ALIGN="JUSTIFY" style="text-indent: 30">On March 14, 2007, we granted newly
appointed directors options to purchase a total of 1,200,000 shares of our
common stock at the exercise price of $1.18 per share with the options vesting
completely over two years and exercisable for a period of ten years from the
date of issuance. These options were issued pursuant to Section 4(2). We did not engage in any general
solicitation or advertising. </p>
<p align="justify" style="text-indent: 30">On March 6, 2007, we granted to four
consultants options to purchase a total of 240,000 shares of our common stock at
the exercise price of $1.11 per share with the options vesting completely over
two years and exercisable for a period of ten years from the date of issuance.
These options were issued pursuant to Section 4(2). We did not engage in any general solicitation or advertising.
</p>
<p align="justify" style="text-indent: 30">On December 14, 2006, we issued
4,000,000 shares of our common stock to Investcol Limited as the consideration
for the exercise of our option to acquire an additional fifteen percent (15%) of
the issued and outstanding stock of RNC, resulting in us owning 90% of RNC.
These shares were issued pursuant to Section 4(2). We did
not engage in any general solicitation or advertising. The stock certificate was
issued with the appropriate legends affixed to the restricted stock. </p>
<p align="justify" style="text-indent: 30">On November 27, 2006, we granted to
two consultants, in connection with services to be rendered, options to purchase
450,000 shares of our common stock at the exercise price of $1.15 per share with
the options vesting completely over two years and exercisable for a period of
ten years from the date of issuance. These shares and options were issued
pursuant to Section 4(2). We did not
engage in any general solicitation or advertising. </p>
<p align="justify" style="text-indent: 30">We received proceeds of $1,735,500 in
connection with the exercise of warrants previously issued in a private equity
offering that was completed on October 14, 2005. On October 25, 2006, we issued
a total of 3,471,000 shares of common stock in connection with the exercise of
these warrants. These shares were issued pursuant to Section 4(2). We did not engage in any general solicitation or advertising.
The stock certificate was issued with the appropriate legends affixed to the
restricted stock. </p>
<p align="justify" style="text-indent: 30">On September 25, 2006, we issued
1,150,000 shares of our common stock to Charles Major as part of the
consideration paid to acquire certain properties located in the Caramanta
Municipality in western Colombia. These shares were issued pursuant to Section
4(2). We did not engage in any general solicitation or
advertising. The stock certificate was issued with the appropriate legends
affixed to the restricted stock. </p>
</font><hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2">
<p align="justify" style="text-indent: 30">On September 22, 2006, we granted to
a consultant, in connection with services to be rendered, options to purchase
100,000 shares of our common stock at the exercise price of $1.20 per share with
the options vesting completely over two years and exercisable for a period of
ten years from the date of issuance. These shares and options were issued
pursuant to Section 4(2). We did not
engage in any general solicitation or advertising. </p>
<p align="justify" style="text-indent: 30">On August 22, 2006, we issued
4,200,000 shares of our common stock to Investcol Limited as part of the
consideration upon exercise of our option to acquire and additional twenty-five
percent (25%) of the issued and outstanding stock of RNC (Colombia) Limited, a
Belize corporation (&quot;RNC&quot;) and subsidiary of Investcol Limited. These shares
were issued pursuant to Section 4(2). We did not engage in
any general solicitation or advertising. The stock certificate was issued with
the appropriate legends affixed to the restricted stock. </p>
<p ALIGN="JUSTIFY" style="text-indent: 30">On July 31, 2006, we granted to a
member of the board of directors options to purchase 200,000 shares of our
common stock at the exercise price of $1.35 per share with the options vesting
completely over two years and exercisable for a period of ten years from the
date of issuance. Also on this date, we granted to two consultants each options
to purchase 200,000 shares of our common stock at the exercise price of $1.35
per share in connection with services to be rendered These options also vest
completely over two years and are exercisable for a period of ten years from the
date of issuance. These options were issued pursuant to Section 4(2). We did not engage in any general
solicitation or advertising. </p>
<p align="justify" style="text-indent: 30">On April 28, 2006, we issued
2,000,000 shares of our common stock to Investcol Limited as part of the
consideration upon exercise of our option to acquire an additional twenty-five
percent (25%) of the issued and outstanding stock of RNC and wholly owed
subsidiary of Investcol Limited. These shares were issued pursuant to Section
4(2). We did not engage in any general solicitation or
advertising. The stock certificate was issued with the appropriate legends
affixed to the restricted stock. </p>
<p align="justify" style="text-indent: 30">On April 26, 2006, we completed a
private equity offering of 6,500,666 units at $1.50 per unit to a total of 26
investors. Each unit consists of one (1) share of common stock, par value
$0.00001, and one (1) Warrant (the &quot; Warrant&quot;) to purchase one (1) share of
common stock, exercisable for twenty-four (24) months from the closing of the
offering. As a result, we issued a total of 6,500,666 shares of common stock and
warrants to purchase 6,500,666 shares of our common stock in connection with
this private equity offering. The exercise price for the Warrant is priced at
$2.50. The gross proceeds we received from sale of units in this exempt offering
were $9,751,000. In connection with this private
equity offering, we paid as a commission $585,060 and issued warrants to
purchase 390,040 shares of our common stock with each warrant exercisable for a
period of thirty-six (36) months from the closing of the offering at the
exercise price of $2.00 per share. We completed this offering pursuant
to Regulation S. Each investor represented to us that he
was a non-US person as defined in Regulation S. We did not engage in a
distribution of this offering in the United States. Each investor represented
his intention to acquire the securities for investment only and not with a view
toward distribution. We requested our stock transfer agent to affix appropriate
legends to the stock certificate issued to each investor in accordance with
Regulation S and the transfer agent affixed the appropriate legends. Each
investor was given adequate access to sufficient information about us to make an
informed investment decision. </p>
<p align="justify" style="text-indent: 30">On April 10, 2006, we issued
1,000,000 shares of our common stock to Investcol Limited as part of the
consideration paid for transferring us certain mining contracts and options to
acquire the exclusive rights to engage in mining activities. These shares were
issued pursuant to Section 4(2). We did not engage in any
general solicitation or advertising. The stock certificate was issued with the
appropriate legends affixed to the restricted stock. </p>
<p align="justify" style="text-indent: 30">On March 24, 2006, we granted to a
consultant, in connection with services to be rendered, options to purchase
100,000 shares of our common stock at the exercise price of $1.90 per share with
the options vesting completely over two years and exercisable for a period of
ten years from the date of issuance. These shares and options were issued
pursuant to Section 4(2). We did not
engage in any general solicitation or advertising. </p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'>
<p ALIGN="JUSTIFY" style="text-indent: 30">On March 17, 2006, we granted to a
member of the board of directors options to purchase 500,000 shares of our
common stock at the exercise price of $1.65 per share with the options vesting
completely over two years and exercisable for a period of ten years from the
date of issuance. These options were issued pursuant to Section 4(2). We did not engage in any general
solicitation or advertising. </p>
<p align="justify" style="text-indent: 30">On February 14, 2006, we issued
1,000,000 shares of our common stock to Investcol Limited a part of the
consideration for our acquisition of twenty-five percent (25%) of the issued and
outstanding stock of RNC (Colombia) Limited, a Belize corporation (&quot;RNC&quot;) and
wholly owed subsidiary of Investcol Limited. These shares were issued pursuant
to Section 4(2). We did not engage in any general
solicitation or advertising. The stock certificate was issued with the
appropriate legends affixed to the restricted stock. </p>
<p align="justify" style="text-indent: 30">On January 10, 2006, we completed a
private equity offering of 3,126,083 shares of common stock at $0.60 per share
to a total of twenty (20) investors. The total amount we received from this
offering was $1,875,650. We completed the offering pursuant to
Regulation S. Each purchaser represented to us that he was
a non-US person as defined in Regulation S. We did not engage in a distribution
of this offering in the United States. Each purchaser represented his intention
to acquire the securities for investment only and not with a view toward
distribution. We requested our stock transfer agent to affix appropriate legends
to the stock certificate issued to each purchaser in accordance with Regulation
S and the transfer agent affixed the appropriate legends. Each investor was
given adequate access to sufficient information about us to make an informed
investment decision. None of the securities were sold through an underwriter and
accordingly, there were no underwriting discounts or commissions involved. No
registration rights were granted to any of the purchasers. </p>
<p align="justify" style="text-indent: 30">On January 6, 2006, we granted to our
officers and directors options to purchase a total of 1,750,000 shares of our
common stock at the exercise price of $0.75 per share with the options vesting
completely over two years and exercisable for a period of ten years from the
date of issuance. These options were issued pursuant to Section 4(2). We did not engage in any general
solicitation or advertising. </p>
<p align="justify" style="text-indent: 30">On October 14, 2005, we completed an
offering of 4,221,000 Units at $0.25 per Unit to a total of twenty-three (23)
investors. Each Unit consisted of one (1) share of common stock, par value
$0.00001, and one (1) Warrant (the &quot;Warrant&quot;) to purchase one (1) share of
common stock, exercisable for twelve (12) months from the closing of the
offering. The exercise price for the Warrant is priced at $0.50. The total
amount we received from the sale of Units in this exempt offering was
$1,055,250. In connection with this private equity offering, we issued 368,100
shares of common stock as a commission. We completed the offering pursuant to
Rule 506 of Regulation D promulgated under the Securities Act of 1933, as
amended. Each purchaser represented his intention to acquire the securities for
investment only and not with a view toward distribution. We requested our stock
transfer agent to affix appropriate legends to the stock certificate issued to
each purchaser and the transfer agent affixed the appropriate legends. Each
investor was given adequate access to sufficient information about us to make an
informed investment decision. None of the securities were sold through an
underwriter and accordingly, there were no underwriting discounts or commissions
involved. No registration rights were granted to any of the purchasers. </p>
<p align="justify" style="text-indent: 30">On September 22, 2005, we issued
1,000,000 shares of our common stock to Investcol Limited as part of the
consideration paid for assigning us certain mining and mineral rights. These
shares were issued pursuant to Section 4(2). We did not
engage in any general solicitation or advertising. The stock certificate was
issued with the appropriate legends affixed to the restricted stock. </p>
</font><b><font FACE="Times New Roman" SIZE="2">
<p align="justify">Item 16. Exhibits.<i> </p>
</i></font></b><font FACE="Times New Roman" SIZE="2">
<p align="justify" style="text-indent: 30">The exhibits to this registration
statement are listed in the exhibit index, which appears elsewhere herein and is
incorporated herein by reference. </p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'>
<p align="justify" style="text-indent: 30">The financial statement schedules are
included in our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2007, incorporated by reference into the prospectus contained in this
registration statement. See &quot;Item 7. Financial Statements&quot; included in our
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007. </p>
<b>
<p align="justify">Item 17. Undertakings. </p>
</b>
<p align="justify">a. </p>
<p align="justify" style="margin-left: 3%; margin-top: -25.8pt">The undersigned
registrant hereby undertakes: </p>
<p ALIGN="justify" style="margin-left: 3%">(1) </p>
<p ALIGN="justify" style="margin-left: 6%; margin-top: -25.8pt">To file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement: </p>
<p ALIGN="justify" style="margin-left: 6%">(i) </p>
<p ALIGN="justify" style="margin-left: 10%; margin-top: -25.8pt">To include any
prospectus required by section 10(a)(3) of the Securities Act of 1933, as
amended (the &quot;Securities Act&quot;); </p>
<p ALIGN="justify" style="margin-left: 6%">(ii) </p>
<p ALIGN="justify" style="margin-left: 10%; margin-top: -25.8pt">To reflect in
the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the &quot;Calculation of Registration Fee&quot;
table in the effective registration statement. </p>
<p ALIGN="justify" style="margin-left: 6%">(iii) </p>
<p ALIGN="justify" style="margin-left: 10%; margin-top: -25.8pt">To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; </p>
<p ALIGN="justify" style="margin-left: 10%"><i>provided, however</i>, that
paragraphs (i), (ii) and (iii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) under the Securities Act that is part
of the registration statement. </p>
<p ALIGN="justify" style="margin-left: 3%">(2) </p>
<p ALIGN="justify" style="margin-left: 6%; margin-top: -25.8pt">That, for the
purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. </p>
<p ALIGN="justify" style="margin-left: 3%">(3) </p>
<p ALIGN="justify" style="margin-left: 6%; margin-top: -25.8pt">To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering. </p>
<p ALIGN="justify" style="margin-left: 3%">(4) </p>
<p ALIGN="justify" style="margin-left: 6%; margin-top: -25.8pt">That, for the
purpose of determining liability under the Securities Act of 1933 to any
purchaser: </p>
<p ALIGN="justify" style="margin-left: 6%">(A) </p>
<p ALIGN="justify" style="margin-left: 10%; margin-top: -25.8pt">Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of
the registration statement as of the date the filed prospectus was deemed part
of and included in the registration statement; and </p>
<p ALIGN="justify" style="margin-left: 6%">(B)</p>
<p ALIGN="justify" style="margin-left: 10%; margin-top: -25.8pt">Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial
<i>bona fide</i> offering thereof. <i>Provided, however</i>, that no statement
made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date. </p>
<p ALIGN="justify">b. </p>
<p ALIGN="justify" style="margin-left: 3%; margin-top: -25.8pt">The undersigned
registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant&#146;s annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. </p>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'>
<p>c. </p>
<p style="margin-left: 3%; margin-top: -25.8pt" align="justify">Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue. </p>
</font>

<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">SIGNATURES </p>
</b>
<p ALIGN="JUSTIFY" style="text-indent: 30">Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-1 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Toronto, province of
Ontario. </p>
</font>
<div align="right">
  <table CELLSPACING="0" BORDER="0" WIDTH="50%" style="border-collapse: collapse" bordercolor="#111111" cellpadding="0">
    <tr>
      <td><font FACE="Times New Roman" SIZE="2">COLOMBIA GOLDFIELDS LTD.</font></td>
    </tr>
    <tr>
      <td WIDTH="100%">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="100%">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="100%">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="100%">&nbsp;</td>
    </tr>
    <tr>
      <td WIDTH="100%"><font FACE="Times New Roman" SIZE="2">By:
      <u>/s/ J. Randall Martin&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      </u></font></td>
    </tr>
    <tr>
      <td><font FACE="Times New Roman" SIZE="2">Name: J. Randall Martin</font></td>
    </tr>
    <tr>
      <td WIDTH="100%"><font FACE="Times New Roman" SIZE="2">Title: Chief
      Executive Officer and Vice Chairman of the Board of Directors</font></td>
    </tr>
  </table>
</div>
<font FACE="Times New Roman" SIZE="2">
<p>Dated: June 23, 2008 </p>
</font><hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="center"><a name="POWER OF ATTORNEY">POWER OF ATTORNEY </a> </p>
</b>
<p align="justify" style="text-indent: 30">Each person whose signature appears
below constitutes and appoints, jointly and severally, J. Randall Martin, Thomas
W. Lough and James Kopperson, his true and lawful attorneys-in-fact and agents,
each of whom may act alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-1, and to sign any related registration statement that is to
be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, and all post-effective amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. </p>
<b>
<p align="center">SIGNATURES </p>
</b>
<p align="justify" style="text-indent: 30">Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated. </p>
</font>
<table CELLSPACING="0" BORDER="0" WIDTH="100%" cellpadding="0" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="33%" align="center"><font SIZE="2"><b><u>
    Signature</u></b></font></td>
    <td WIDTH="33%" align="center"><font SIZE="2"><b><u>
    Title</u></b></font></td>
    <td WIDTH="34%" align="center"><u><font SIZE="2"><b>
    Date</b></font></u></td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="2">/s/ J. Randall Martin</font></td>
    <td WIDTH="33%" align="center"><font SIZE="2">Chief
    Executive Officer and</font></td>
    <td WIDTH="34%" align="center"><font SIZE="2">June 23, 2008</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-top-style: solid; border-top-width: 1">
    <font SIZE="2">J. Randall Martin</font></td>
    <td WIDTH="33%" align="center"><font SIZE="2">Vice
    Chairman of the Board of Directors</font></td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center"><font SIZE="2">
    (Principal Executive Officer)</font></td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="2">/s/ Thomas W. Lough</font></td>
    <td WIDTH="33%" align="center"><font SIZE="2">
    President</font></td>
    <td WIDTH="34%" align="center"><font SIZE="2">June 23, 2008</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-top-style: solid; border-top-width: 1">
    <font SIZE="2">Thomas W. Lough</font></td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="2">/s/ James Kopperson</font></td>
    <td WIDTH="33%" align="center"><font SIZE="2">Chief
    Financial Officer</font></td>
    <td WIDTH="34%" align="center"><font SIZE="2">June 23, 2008</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-top-style: solid; border-top-width: 1">
    <font SIZE="2">James Kopperson</font></td>
    <td WIDTH="33%" align="center"><font SIZE="2">
    (Principal Financial and Accounting Officer)</font></td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font size="2">/s/ Thomas Ernest McGrail</font></td>
    <td WIDTH="33%" align="center"><font SIZE="2">
    Director</font></td>
    <td WIDTH="34%" align="center"><font SIZE="2">June 23, 2008</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-top-style: solid; border-top-width: 1">
    <font SIZE="2">Thomas Ernest McGrail</font></td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font SIZE="2">/s/ James Verraster</font></td>
    <td WIDTH="33%" align="center"><font SIZE="2">
    Director</font></td>
    <td WIDTH="34%" align="center"><font SIZE="2">June 23, 2008</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-top-style: solid; border-top-width: 1">
    <font SIZE="2">James Verraster</font></td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font SIZE="2">/s/ Jonathan Berg</font></td>
    <td WIDTH="33%" align="center"><font SIZE="2">
    Director</font></td>
    <td WIDTH="34%" align="center"><font SIZE="2">June 23, 2008</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-top-style: solid; border-top-width: 1">
    <font SIZE="2">Jonathan Berg</font></td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font SIZE="2">/s/ Terry Lyons</font></td>
    <td WIDTH="33%" align="center"><font SIZE="2">
    Director</font></td>
    <td WIDTH="34%" align="center"><font SIZE="2">June 23, 2008</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-top-style: solid; border-top-width: 1">
    <font SIZE="2">Terry Lyons</font></td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font SIZE="2">/s/ Edward Flood</font></td>
    <td WIDTH="33%" align="center"><font SIZE="2">
    Director</font></td>
    <td WIDTH="34%" align="center"><font SIZE="2">June 23, 2008</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-top-style: solid; border-top-width: 1">
    <font SIZE="2">Edward Flood</font></td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
    <font SIZE="2">/s/ David Bikerman</font></td>
    <td WIDTH="33%" align="center"><font SIZE="2">
    Director</font></td>
    <td WIDTH="34%" align="center"><font SIZE="2">June 23, 2008</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" align="center" style="border-top-style: solid; border-top-width: 1">
    <font SIZE="2">David Bikerman</font></td>
    <td WIDTH="33%" align="center">&nbsp;</td>
    <td WIDTH="34%" align="center">&nbsp;</td>
  </tr>
</table>
<hr color="#000000" SIZE="5"><p Style='page-break-before:always'><font FACE="Times New Roman" SIZE="2"><b>
<p align="center">EXHIBIT INDEX </p>
</b></font>
<table CELLSPACING="0" BORDER="0" WIDTH="100%" cellpadding="0" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2"><b>Exhibit
    No.</b></font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2"><b>
    Description</b></font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top">&nbsp;</td>
    <td WIDTH="869" valign="top">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">3.1</font></td>
    <td WIDTH="869" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">Amended
    and Restated Certificate of Incorporation of Colombia Goldfields Ltd.
    (incorporated by reference to Exhibit 3.1 to our Registration Statement on
    Form SB-2 filed on July 28, 2006).</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2">3.2</font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2">Bylaws of
    Colombia Goldfields Ltd. (incorporated by reference to Exhibit 3.2 to our
    Registration Statement on Form SB-2/A filed on October 27, 2006).</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">3.3</font></td>
    <td WIDTH="869" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">Amendment
    to Bylaws (incorporated by reference to Exhibit 3.1 to our Quarterly Report
    on Form 10-QSB for the quarterly period ended September 30, 2007, filed on
    November 13, 2007).</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2">4.1</font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2">Form of
    certificate representing Colombia Goldfields Ltd. common stock (incorporated
    by reference to Exhibit 4.1 to our Registration Statement on Form S-3 filed
    on January 8, 2008).</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">
    <a href="exh42.htm" style="text-decoration: none">4.2*</a></font></td>
    <td WIDTH="869" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">
    <a href="exh42.htm" style="text-decoration: none">Special
    Warrant Indenture, dated June 18, 2008, between the Registrant and Equity
    Transfer &amp; Trust Company.</a></font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2">
    <a href="exh43.htm" style="text-decoration: none">4.3*</a></font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2">
    <a href="exh43.htm" style="text-decoration: none">Form of
    Warrant.</a></font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">
    <a href="exh44.htm" style="text-decoration: none">4.4*</a></font></td>
    <td WIDTH="869" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">
    <a href="exh44.htm" style="text-decoration: none">Form of
    Special Broker Warrant.</a></font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2">
    <a href="exh45.htm" style="text-decoration: none">4.5*</a></font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2">
    <a href="exh45.htm" style="text-decoration: none">Form of
    Broker Warrant.</a></font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">
    <a href="exh46.htm" style="text-decoration: none">4.6*</a></font></td>
    <td WIDTH="869" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">
    <a href="exh46.htm" style="text-decoration: none">Schedule
    &quot;F&quot; (Registration Rights Agreement) to Subscription Agreement dated June 18,
    2008 between Colombia Goldfields Ltd. and each of the selling
    securityholders.</a></font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2">
    <a href="exh51.htm" style="text-decoration: none">5.1*</a></font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2">
    <a href="exh51.htm" style="text-decoration: none">Opinion
    of Shearman &amp; Sterling LLP.</a></font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">10.1</font></td>
    <td WIDTH="869" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">
    Consulting Agreement with Stewart Redwood (incorporated by reference to
    Exhibit 10.1 to our Annual Report on Form 10-KSB filed on March 30, 2007)</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2">10.2</font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2">
    Assignment Agreement with Investcol Limited (incorporated by reference to
    Exhibit 10.1 to our Current Report on Form 8-K filed on September 28, 2005)</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">10.3</font></td>
    <td WIDTH="869" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">Agreement
    with Investcol Limited (incorporated by reference to Exhibit 10.2 to our
    Current Report on Form 8-K filed on September 28, 2005)</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2">10.4</font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2">
    Employment Contract with J. Randall Martin (incorporated by reference to
    Exhibit 10.1 to our Current Report on Form 8-K filed on October 5, 2007)</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">10.5</font></td>
    <td WIDTH="869" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">
    Employment Contract with James Kopperson (incorporated by reference to
    Exhibit 10.2 to our Current Report on Form 8-K filed on October 5, 2007)</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2">10.6</font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2">Master
    Agreement for Acquisition of properties in Caramanta (incorporated by
    reference to Exhibit 10.1 to our Current Report on Form 8-K filed on
    September 28, 2006)</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">10.7</font></td>
    <td WIDTH="869" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">First
    Amendment to Stock Purchase Agreement (incorporated by reference to Exhibit
    10.1 to our Current Report on Form 8-K filed on August 25, 2006)</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2">10.8</font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2">Second
    Amendment to Stock Purchase Agreement (incorporated by reference to Exhibit
    10.1 to our Current Report on Form 8-K filed on December 15, 2006)</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">10.9</font></td>
    <td WIDTH="869" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">Third
    Amendment to RNC Stock Purchase Agreement (incorporated by reference to
    Exhibit 10.1 to our Current Report on Form 8-K filed on August 24, 2007)</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2">10.10</font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2">Agreement
    dated April 29, 2008 between Compania Minera de Caldas S.A. and Mineros S.A.
    (incorporated herein by reference to Exhibit 99.1 to our Current Report on
    Form 8-K filed on May 5, 2008). </font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">10.11</font></td>
    <td WIDTH="869" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">Agreement
    dated May 13, 2008 between Compania Minera de Caldas S.A. and Mineros S.A.
    (incorporated herein by reference to Exhibit 99.1 to our Current Report on
    Form 8-K filed on May 16, 2008).</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2">21.1</font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2">List of
    the Company&#146;s Subsidiaries (incorporated herein by reference to Exhibit 21.1
    to our Annual Report on Form 10-KSB for the fiscal year ended December 31,
    2007 filed on March 20, 2008).</font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">
    <a href="exh231.htm" style="text-decoration: none">23.1*</a></font></td>
    <td WIDTH="869" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">
    <a href="exh231.htm" style="text-decoration: none">Consent
    of PricewaterhouseCoopers LLP.</a></font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2">
    <a href="exh51.htm" style="text-decoration: none">23.2*</a></font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2">
    <a href="exh51.htm" style="text-decoration: none">Consent
    of Shearman &amp; Sterling LLP (included in Exhibit 5.1 above).</a></font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">
    <a href="exh233.htm" style="text-decoration: none">23.3*</a></font></td>
    <td WIDTH="869" valign="top" bgcolor="#F5ECD3"><font FACE="Times New Roman" SIZE="2">
    <a href="exh233.htm" style="text-decoration: none">Consent
    of Micon International Limited.</a></font></td>
  </tr>
  <tr>
    <td WIDTH="89" valign="top"><font FACE="Times New Roman" SIZE="2">
    <a href="#POWER OF ATTORNEY" style="text-decoration: none">24.1*</a></font></td>
    <td WIDTH="869" valign="top"><font FACE="Times New Roman" SIZE="2">
    <a href="#POWER OF ATTORNEY" style="text-decoration: none">Power of
    Attorney (included on the signature page of this registration statement).</a></font></td>
  </tr>
</table>
<font FACE="Times New Roman" SIZE="2">
<p>______<br>
* Filed herewith. </p>
<hr color="#000000" SIZE="5"></font>

</body>

</html>
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{"company-data": {"conformed-name": "COLOMBIA GOLDFIELDS LTD", "cik": "0001223663", "assigned-sic": "1040", "irs-number": "000000000"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-151926", "film-number": "08917172"}, "business-address": {"street1": "816 FEACE PORTAL DR.", "street2": "PNB 55", "city": "BLAINE", "state": "WA", "zip": "98230", "phone": "416-203-3856"}, "mail-address": {"street1": "208-8 KING ST EAST", "city": "TORONTO", "state": "A6", "zip": "M5C 1B5"}, "former-company": [{"former-conformed-name": "COLUMBIA GOLDFIELDS LTD", "date-changed": "20050516"}, {"former-conformed-name": "SECURE AUTOMATED FILING ENTERPRISES", "date-changed": "20030319"}]}
Colombia Goldfields Ltd.: Form S-1 - Prepared By TNT Filings Inc.
As filed with the Securities and Exchange Commission on June 25, 2008
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________
Colombia Goldfields Ltd.
(Exact name of registrant as specified in its charter)
Delaware
76-0730088
(State or Other Jurisdiction of Incorporation or
    Organization)
(IRS Employer Identification Number)
1400
(Primary Standard Industrial Classification Code Number)
________________
#208-8 King Street East, Toronto, Ontario, Canada
M5C 1B5
(416) 361-9640
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive
    Offices)
Corporation Service Company
2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808
(800) 927-9800
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
________________
Copy to:
Christopher J. Cummings, Esq.
Shearman & Sterling LLP
199 Bay Street, Commerce Court West, Suite 4405, P.O. Box 247,
Toronto, Ontario, Canada M5L 1E8
________________
Approximate date of commencement of
proposed sale to the public: From time to time after the effective date of this
Registration Statement.
If any of the securities being
registered on this form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, check the following box.
[X]
If this form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [  ]
If this form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.  [  ]
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [  ]
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large
    accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer [  ]
Smaller
    reporting company [X]
(Do not
    check if a smaller reporting company)
________________
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed maximum
Amount to be
offering price
aggregate
Amount of
Title of securities to be registered
registered
per share(1)
offering price(1)
registration fee
Common Stock, par value $0.00001 per share
26,543,959
$0.73
$19,377,090.07
$761.52
(1)
Estimated solely for the purpose
of calculating the registration fee pursuant to Rule 457(c) under the Securities
Act of 1933, based upon the average of the high and low prices of a share of
common stock of Colombia Goldfields Ltd. on June 20, 2008, as reported on the
OTC Bulletin Board.
The registrant hereby amends this
registration statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
this registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may
determine.
The information contained in this prospectus is not
complete and may be changed. The selling securityholders may not sell these
securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 23,
2008
Prospectus
26,543,959 Shares
Colombia Goldfields Ltd.
Common Stock
________________
The selling securityholders may offer
and sell up to 26,543,959 shares of our common stock. We will not receive any
proceeds from the sale by the selling securityholders of the shares of common
stock.
Any statement contained in this
prospectus is deemed modified or superseded by any inconsistent statement
contained in an accompanying prospectus supplement. We urge you to read
carefully this prospectus and, if applicable, the accompanying prospectus
supplement, before you make your investment decision.
Our shares of common stock trade on
the Toronto Stock Exchange (the "TSX") under the symbol "GOL" and are quoted on
the OTC Bulletin Board (the "OTCBB") administered by the Financial Industry
Regulatory Authority, Inc. ("FINRA") under the symbol "CGDF". On June 20, 2008,
the last sale price of our common stock as reported by the TSX and the OTCBB was
Cdn$0.72 per share and US$0.72 per share, respectively.
Investing in our securities involves risks. See "Risk Factors"
beginning on page 9 of this prospectus.
________________
Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.
________________
The date of this prospectus is                 , 2008.
TABLE OF CONTENTS
Page
WHERE YOU CAN FIND MORE INFORMATION ABOUT
    COLOMBIA GOLDFIELDS
4
FORWARD-LOOKING STATEMENTS
5
THE COMPANY
6
RISK FACTORS
9
USE OF PROCEEDS
16
SELLING SECURITYHOLDERS
17
PLAN OF DISTRIBUTION
18
DESCRIPTION OF SECURITIES TO BE REGISTERED
20
LEGAL MATTERS
21
EXPERTS
21
You should rely only on the
information contained or incorporated by reference in this prospectus or any
prospectus supplement. We have not and the selling securityholders have not
authorized anyone else to provide you with different information. If anyone
provides you with different information, you should not rely on it. We are not
and the selling securityholders are not making an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in this prospectus or any prospectus supplement,
or any documents incorporated by reference therein, is accurate only as of the
date on the front cover of the applicable document. Our business, financial
condition, results of operations and prospects may have changed since that date.
Unless the context requires otherwise
or otherwise as expressly stated, the terms "we", "our", "us", "Colombia
Goldfields" and the "Company" refer to Colombia Goldfields Ltd., a Delaware
corporation, and its consolidated subsidiaries. The terms "we", "our", "us",
"Colombia Goldfields" and the "Company" do not include or refer to the selling
securityholders.
2
PROSPECTUS
This prospectus is part of a
registration statement that we have filed with the Securities and Exchange
Commission, or the SEC, using a "shelf" registration or continuous offering
process. Under this shelf registration process, selling securityholders may,
from time to time, sell the securities described in this prospectus in one or
more offerings. Each time a selling securityholder sells securities, the selling
securityholder is required to provide you with this prospectus, and, in some
cases, a prospectus supplement as discussed below.
PROSPECTUS SUPPLEMENT
This prospectus provides you with a
general description of the securities offered by the selling securityholders. In
some cases, selling securityholders will be required to provide a prospectus
supplement containing specific information about the selling securityholders.
The prospectus supplement may also add to, update or change information
contained in this prospectus, and, accordingly, to the extent inconsistent,
information in this prospectus is superseded by the information in the
prospectus supplement. You should read both this prospectus and the applicable
prospectus supplement together with the additional information described under
the heading "Where You Can Find More Information About Colombia Goldfields".
The prospectus supplement, if any, to
be attached to the front of this prospectus may describe, as applicable:
specific information about selling securityholders, the offering price, the
price paid for the securities and other specific terms related to the offering
of these securities.
The registration statement containing
this prospectus, including the exhibits to the registration statement, provides
additional information about us and the securities offered under this
prospectus. The registration statement, including the exhibits, can be read at
the SEC website or at the SEC office mentioned under the heading "Where You Can
Find More Information about Colombia Goldfields".
3
WHERE YOU CAN FIND MORE INFORMATION ABOUT COLOMBIA GOLDFIELDS
We file annual, quarterly and special
reports, proxy statements and other information with the SEC under the
Securities Exchange Act of 1934, as amended, or the Exchange Act. You may read
and copy this information, or obtain copies of the information by mail, at the
following location of the SEC:
Public Reference Room
100 F Street, N.E.
Washington, DC 20549
You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains a web site
that contains reports, proxy statements and other information about issuers,
like Colombia Goldfields, who file electronically with the SEC. The address of
the site is www.sec.gov.
We are "incorporating by reference"
into this prospectus certain information we file with the SEC, which means that
we are disclosing important information to you by referring you to those
documents. The information incorporated by reference is deemed to be part of
this prospectus. The following documents, which have been filed by us with the
SEC, are incorporated by reference into this prospectus:
Annual report on
  Form 10-KSB for the fiscal year ended December 31, 2007;
Quarterly report on
  Form 10-Q for the quarterly period ended March 31, 2008;
Current reports on
  Form 8-K filed with the SEC on February 4, 2008, February 13, 2008, February
  25, 2008 (not including information furnished to the SEC under Item 7.01 of
  Form 8-K), March 3, 2008, April 1, 2008, April 18, 2008 (not including
  information furnished to the SEC under Item 7.01 of Form 8-K), May 5, 2008,
  May 9, 2008 (not including information furnished to the SEC under Item 7.01 of
  Form 8-K), May 13, 2008 (not including information furnished to the SEC under
  Item 7.01 of Form 8-K), May 16, 2008, June 3, 2008 (not including information
  furnished to the SEC under Item 7.01 of Form 8-K), June 4, 2008, June 16, 2008
  and June 20, 2008; and
The description of
  our common stock that is contained in our registration statement on Form 8-A
  filed on November 5, 2004.
Any statements made in this
prospectus or in a document incorporated or deemed to be incorporated by
reference in this prospectus will be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in any
prospectus supplement or in any other subsequently filed document that is also
incorporated or deemed to be incorporated by reference in this prospectus
modifies or supersedes such statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of
this prospectus.
You may request a copy of these
filings, at no cost, by writing or calling us at the following address or
telephone number:
Chief Financial Officer
Colombia Goldfields Ltd.
#208-8 King Street East
Toronto, Ontario, Canada M5C 1B5
Tel: (416) 361-9640
Exhibits to the filings will not be sent, however,
unless those exhibits have specifically been incorporated by reference in such
filings.
Our Internet address is
www.colombiagf.com. We make available free of charge, through our website, our
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports. The
information on our website is not, however, a part of this prospectus.
4
FORWARD-LOOKING STATEMENTS
Certain information included or incorporated by reference in
this document may be deemed to be forward-looking statements. All statements,
other than statements of historical facts, that address activities, events or
developments that we intend, expect, project, believe or anticipate will or may
occur in the future are forward-looking statements. Such statements are
characterized by terminology such as "believe", "anticipate", "should",
"intend", "plan", "will", "expects", "estimates", "projects", "positioned",
"strategy", and similar expressions. These statements are based on assumptions
and assessments made by our management in light of its experience and its
perception of historical trends, current conditions, expected future
developments and other factors our management believes to be appropriate. These
forward-looking statements are subject to a number of risks and uncertainties
that could cause actual results to differ materially from such statements, some
of which are described below under the caption "Risk Factors", as well as other
factors that our management has not yet identified. Any such forward-looking
statements are not guarantees of future performance, and actual results,
developments and business decisions may differ from those envisaged by such
forward-looking statements. These uncertainties and other factors, which we
describe in more detail elsewhere in this prospectus and the documents
incorporated by reference herein and may describe in any accompanying prospectus
supplement, include, but are not limited to:
our need to raise substantial funds in
  order to continue as a going concern;
our limited operating history;
the risk of loss of title to our
  properties and other interests;
the risk of not completing our plan to
  relocate the town of Marmato;
political and economic uncertainties
  characteristic of doing business in Colombia;
the costs of compliance with government
  regulations and environmental laws;
the competitiveness of the mineral
  exploration business;
our vulnerability to fluctuations in
  commodity prices;
the risk that we may be unable to bring
  our properties into commercial production;
our dependence on key management;
our dependence on a single exploration
  region;
the high degree of physical and
  financial risk characteristic of mineral exploration and mining;
the risks inherent in estimating mineral
  resources and future production;
potential conflicts of interest of our
  directors and officers;
the risk that Colombia may institute
  restrictions on the repatriation of earnings;
our vulnerability to fluctuations in
  currency exchange rates;
the potential difficulty of enforcing
  judgments of U.S. courts against our assets, directors or officers;
the risk that we may fail to maintain an
  effective system of internal controls;
the costs of compliance with the
  Sarbanes-Oxley Act of 2002, including its effect on our ability to attract and
  retain qualified personnel;
uncertainties relating to the expected
  costs of our exploration program;
the risk that we may not be able to
  complete the Mineros and Colombia Gold transactions;
the possibility that our properties will
  ultimately prove not commercially viable;
the impact of short selling on the
  volatility of our share price;
our expectation not to pay dividends in
  the foreseeable future;
the volatility of our share price; and
the effect of "Penny Stock" rules on the
  level of trading activity in our stock.
We caution readers not to place undue
reliance on these forward-looking statements, which speak only as of their
dates. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
5
THE COMPANY
We were incorporated in the state of
Nevada on March 25, 2003 under the name Secure Automated Filing Enterprises Inc.
and reincorporated in the state of Delaware on July 31, 2006. From the date of
our incorporation until March 2005, we provided electronic filing services to
companies that were required to electronically file reports with the Securities
and Exchange Commission ("SEC"). After this time, we reorganized our operations
and our current focus is on the acquisition and development of our interests in
mining properties located in Western Colombia. Our principal office is located
at #208-8 King Street East, Toronto, Ontario, Canada M5C 1B5. Our fiscal year
end is December 31.
We are an exploration stage company
engaged in the acquisition and exploration of mineral resource properties. Our
head office is located in Toronto, Canada, and our exploration and
administrative office is located in the city of Medellin in the Republic of
Colombia. Our main activity is the exploration and development of the Marmato
Mountain Gold District in Western Colombia. The Marmato Mountain Gold District
is located 80 km south of Medellin. We are actively advancing two areas within
the Marmato Mountain Gold District. These are Zona Alta of Marmato Mountain and
the Caramanta Exploration Properties. The Caramanta Exploration Properties
surround Marmato Mountain, and we are actively securing additional
exploration concessions between the two in order to continue to consolidate the
district. We are also endeavoring to acquire Zona Baja of Marmato Mountain
through the planned acquisition of Mineros Nacionales S.A. and the adjacent
Echandia property through the planned acquisition of Colombia Gold plc
("Colombia Gold") as
described elsewhere in this prospectus.
Our objective is to define and
consolidate a gold district in the Marmato Mountain Region of Western Colombia.
Our main target in this region is Marmato Mountain, which is divided into
two zones: Zona Alta (Upper Zone) and Zona Baja (Lower Zone). We currently own
the exploration rights to Zona Alta, and we are working towards completing the
acquisition of 100% of its legally registered property titles. On January 29,
2008, we were declared the successful bidders to acquire Zona Baja through a
competitive bid process. Our ultimate goal is to combine Zona Alta and Zona Baja
to create a bulk mineable ore body on Marmato Mountain and develop
additional resources in the surrounding region.
Marmato Mountain Properties – Zona Alta (Upper Zone)
We acquired an interest in certain
mining rights and options to acquire mining rights in the Zona Alta portion of
Marmato Mountain located in Western Colombia as a result of our acquisition of
RNC (Colombia) Limited ("RNC"), a Belize corporation and previously a
wholly-owned subsidiary of Investcol Limited. Pursuant to a Stock Purchase
Agreement we entered into on January 12, 2006 with Investcol and RNC, we
acquired 25% of RNC's issued and outstanding stock in consideration for the
issuance of 1,000,000 shares of our common stock to Investcol. On April 28,
2006, we acquired an additional 25% of RNC's issued and outstanding common
stock, resulting in us owning 50% of RNC's issued and outstanding common stock,
in consideration for the issuance of 2,000,000 shares of our common stock to
Investcol. On August 22, 2006 we acquired an additional 25% of RNC's issued and
outstanding common stock, resulting in our owning 75% of RNC's issued and
outstanding common stock, in consideration for the issuance of 4,200,000 shares
of our common stock to Investcol and payment of $200,000 to Investcol. On
December 14, 2006, we entered into a Second Amendment to the Stock Purchase
Agreement (the "Second Amendment") and acquired an additional 15% interest in
RNC, resulting in us owning 90% of RNC, in exchange for the issuance of
4,000,000 shares of our common stock to Investcol. Subject to the revised terms
of the Second Amendment, we had the option to acquire the final 10% interest in
RNC until May 1, 2009 resulting in our owning 100% of RNC, in consideration for
exchange for the purchase price of $15,000,000. This payment could be made in
either cash, shares of our common stock, or any combination thereof. Any shares
issued would be valued at 90% of the average closing price of our common stock
as reported on a national securities exchange or national market or quotation
system over the 30 day period immediately preceding the deliver of notice to
Investcol of our intent to exercise this option. On August 24, 2007 the parties
executed a Third Amendment to the Stock Purchase Agreement (the "Third
Amendment") in order to revise the consideration required to exercise our option
to acquire the remaining 10% of the issued and outstanding stock of RNC to a
cash payment of $300,000 and the issuance of 3,000,000 shares of our common
stock. In connection with the execution of the Third Amendment, we exercised our
option to acquire the additional and final 10% interest in RNC. As consideration
for the acquisition of the final 10% interest in RNC, we paid Investcol $300,000
and issued Investcol 3,000,000 shares of our common stock. As a result of these
transactions, we currently own 100% of RNC.
RNC is the beneficial holder of 95%
of the issued and outstanding stock of Compania Minera de Caldas S.A. ("Caldas"),
a Colombia corporation that (i) owns certain mining rights and properties, (ii)
has options to acquire mining rights and (iii) has exclusive rights to evaluate
certain property, all located in the Zona Alta portion of the Marmato deposit
located in Western Colombia. Under Colombian law, Colombian companies are
required to have a minimum of five shareholders. As a result, the remaining 5%
of Caldas is held directly or indirectly by officers and senior management of
the Company, with voting and support agreements in favour of the Company in
place. As at June 16, 2008 Caldas has title to 53 mining titles in the Marmato
area, 13 of which are shared with other persons. Caldas also owns 28 mines in
the Mining Concession Contract CHG-081, which comprises 36 mines in the Marmato
area.
6
Marmato Mountain Properties – Zona Baja (Lower Zone)
On January 29, 2008 we entered into a
Share Purchase and Sale Agreement with Mineros S.A. and the other shareholders
of Mineros Nacionales S.A. ("Mineros"). Mineros is the owner of Zona Baja on
Marmato Mountain. Under the terms of the agreement, we agreed to purchase all of
the issued and outstanding shares of Mineros for cash consideration of
$35,000,000. The agreement provided that the transaction will be completed on
April 29, 2008 unless extended by mutual agreement. We have provided a deposit
guarantee in the amount of $2,500,000, which would be payable to the vendors if
the transaction is not completed for any reason. On April 29, 2008 the Company
and the vendors agreed to extend the completion date to June 30, 2008, unless
further extended by mutual agreement. In connection with this extension, we
agreed to deposit a further 20% of the purchase price, with the balance due upon
closing. Pursuant to the extension, the final 80% is payable in Colombian pesos,
with any costs associated with settling the final payment to be the
responsibility of the Company. The further deposit of $7,000,000, which we made
on June 18, 2008, is nonrefundable if the transaction is not completed for any
reason. In the event we are successful in acquiring Mineros, we would own both
the Upper and Lower Zones of Marmato Mountain. There is no assurance that the
proposed transaction will be completed.
The Echandia Property
On November 20, 2007, we entered into
a letter of intent to acquire Colombia Gold. Colombia
Gold's main assets are the mining rights to the Echandia property, located
adjacent to Marmato Mountain. We believe that the Echandia Property contains an
extension of the gold mineralization from Marmato Mountain. Completion of the
transaction is subject to negotiation and execution of a definitive agreement,
satisfactory completion of technical, financial, legal, and other commercial due
diligence and customary conditions, including all shareholder, court and
regulatory approvals. We expect the transaction will be a share exchange with
the Company exchanging its shares for those of Colombia Gold. There is no
assurance that a definitive agreement will be executed or that the acquisition
will be completed.
The Caramanta Exploration Properties
On September 22, 2005, we entered
into an Assignment Agreement with Investcol Limited ("Investcol"), a corporation
organized and existing under the laws of Belize and a related party to the
Company, where Investcol assigned, transferred, and conveyed to us all of its
rights under a Contract for Purchase Option of Mining Concessions ("Original
Option Contract") entered into with CIA Servicios Logisticos de Colombia Ltda.,
a corporation organized and existing under the laws of Colombia. As a result of
this Assignment Agreement with Investcol, we acquired an option to purchase
certain mining and mineral rights on property known as Concession 6602, 1343,
and 6329 located in Caramanta Municipality, Antioquia Department, Medellin,
Colombia. In consideration for the assignment of this interest, we paid to
Investcol $500,000 and issued Investcol 1,000,000 shares of our common stock.
On April 10, 2006, we acquired from
Investcol its rights to acquire certain mining contracts to exclusively engage
in mining activities on Concessions 6993, 7039, 6821, and 6770 (the "Contracts")
and options to acquire the exclusive rights to engage in mining activities on
Concessions HETJ-31, 32, 26, 27, and HETJ-01 (the "Options") all located within
an area referred to as the Caramanta region in Western Colombia. As
consideration for this acquisition, we issued to Investcol 1,000,000 restricted
shares of our common stock and paid to Investcol $350,000. As a result of our
acquisition of Gavilan on September 25, 2006 as described below, we subsequently
became the contractual owner of Concessions 6993, 7039, 6821, 6770, HETJ-31, 32,
26, 27, and HETG-01.
On September 25, 2006, in order to
acquire Concessions 6602, 1343 and 6329 outright, we entered into a Master
Agreement to acquire 94% of the issued and outstanding shares of Gavilan
Minerales S.A. ("Gavilan"), a Colombia corporation, for the purchase price of
$300,000 and the issuance of 1,150,000 shares of our common stock. Cia Servicios
Logisticos de Colombia Ltda. was the primary shareholder of Gavilan, which in
turn owned the rights to Concessions 6602, 1343, and 6329. As a result of our
acquisition of Gavilan, we became the contractual owner of these Concessions,
and we have completed title transfer and registration of two out of three of
them. Under Colombian law, Colombian companies are required to have a minimum of
five shareholders. As a result, the remaining 6% of Gavilan is held directly or
indirectly by officers and senior management of the Company, with voting and
support agreements in favour of the Company in place. As of June 16, 2008
Gavilan has title to two mining titles in the Caramanta region.
We have agreements to acquire various
additional property interests in the Caramanta region, including:
7
On August 27, 2007 we entered into an
agreement with an unrelated party that provides us with an option to acquire
100% of Concession 669-17 in the Caramanta Region. Over a 24-month period the
Company has the option to pay a total of 2.4 billion Colombian pesos
(approximately $1,300,000) to acquire a 100% interest in this additional
property in the Caramanta region.
On March 17, 2008 we entered into an
agreement with an unrelated party that provides us with an option to acquire
100% of Concession 653-17 in the Caramanta Region. Over a 24-month period the
Company has the option to pay a total of 1.0 billion Colombian pesos
(approximately $550,000) to acquire a 100% interest in this additional property
in the Caramanta region.
The KEDAHDA Properties
On August 30, 2006, Caldas entered
into a Transfer of Properties and Sale Agreement with Sociedad KEDAHDA S.A ("KEDAHDA"), a Colombia corporation,
and acquired the Mining Title, Mining Application, and Mining Data for property
located in the Marmato Mountain Gold District located in Colombia. Pursuant to
an Agreement with Caldas and KEDAHDA, we paid the purchase price of $500,000 for
these property interests and KEDAHDA agreed to hold the title for these property
interests in their name for our benefit. Title to certain of these property
interests are being held by KEDAHDA in order to secure the approval for the
transfer of title by Colombian mining authorities in accordance with the
applicable laws of the Republic of Colombia. As at June 16, 2008 Caldas has
title over one mining title in the KEDAHDA region.
8
RISK FACTORS
The following are some of the risks
associated with our business. You should also refer to the other information in
this prospectus, including the financial statements and accompanying notes
thereto incorporated by reference in this prospectus.
Going Concern — We need to raise substantial funds in order
to acquire additional exploration and mining properties or interests and
commence exploration activities.
We incurred a net loss of $28,580,000
for the period from inception on March 25, 2003 to March 31, 2008, and we are
not presently generating any revenue. Furthermore, we have used $45,167,000
during this period to fund our operations and mineral acquisitions program. At
March 31, 2008, we had a significant working capital deficiency. Our future is
dependent upon our ability to obtain additional financing and upon future
acquisition, exploration and development of profitable operations from our
mineral properties. We plan to continue to seek additional financing in private
and/or public equity offerings to secure funding for our operations. Our
estimate of financing requirements in fiscal 2008 is approximately $100,000,000
($35,000,000 for the acquisition of Mineros, $25,000,000 for the remaining
exploration of Zona Alta, $15,000,000 related to the acquisition of Colombia
Gold, and $25,000,000 related to additional drilling and working capital
requirements).
As at June 23, 2008 our cash
resources are less than $1,000,000 and we will need to raise additional debt or
equity financing during the remainder of fiscal 2008 to continue to execute our
business plans. We currently do not have any arrangements for additional
financing. There can be no assurance that such additional financing will be
available to us on acceptable terms, or at all. These factors, among others,
raise substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustment to reflect the possible
future effect on the recoverability and classification of the assets or the
amounts and classification of liabilities that may result should we cease to
continue as a going concern.
If we are unable to obtain additional
financing when sought, we will be required to curtail our business plan. Any
additional equity financing may involve substantial dilution to our then
existing shareholders. There is a significant risk to investors who purchase
shares of our common stock because there is a risk that we may not be able to
generate and/or raise enough resources to remain operational for an indefinite
period of time.
Limited Operating History — Because we have only recently
commenced our exploration operations, we face a high risk of business failure
due to our inability to predict the success of our business.
We have a very limited operating
history upon which an evaluation of our future success or failure can be made.
It was only recently that we took steps in a plan to engage in the acquisition
of interests in exploration and development properties in Western Colombia, and
it is premature to evaluate the likelihood that we will be able to operate our
business successfully. To date, we have been involved primarily in the
acquisition of property interests and mining rights as well as exploration
drilling in Western Colombia. We have not earned any revenues from our current
operations.
Title Risk — Because we presently do not carry title
insurance and do not plan to secure any in the future, we are vulnerable to loss
of title.
We do not maintain insurance against
title. Title on mineral properties and mining rights involves certain inherent
risks due to the difficulties of determining the validity of certain claims as
well as the potential for problems arising from the frequently ambiguous
conveyance history characteristic of many mining properties. Currently, we are
in the process of investigating the title of mineral concessions for which we
hold or have contractual rights to either directly or indirectly through our
equity interests in RNC, Gavilan and Caldas. We cannot give any assurance that
title to such properties will not be challenged or impugned and cannot be
certain that we will have or will acquire valid title to these mining
properties. We cannot assume that counterparties to our title transfer
agreements will meet their contractual obligations and transfer title on a
timely basis. Furthermore, there is a risk that the Colombian government may in
the future grant additional titles in excess of our expectations to currently
illegal miners or that disputes may arise as to existing title ownership or
planned acquisitions. Furthermore, although we believe that mechanisms exist to
integrate the titles of mineral properties currently not owned by us, there is a
risk that this process could be time consuming and costly. The possibility also
exists that title to existing properties or future prospective properties may be
lost due to an omission in the claim of title. As a result, any claims against
us may result in liabilities we may not be able to afford resulting in the
failure of our business.
9
Town Relocation Risk — If we are unable to complete our plan
to move the town of Marmato, our ability to advance our Marmato project could be
impaired and our financial results may suffer.
Our business plan includes moving the
town of Marmato from its current location on Marmato Mountain to a safer
location. While we are currently working with city, state, and federal
governments to facilitate this move, we are subject to the risk of political,
economic, or social circumstances that could delay our ability to complete the
relocation of the town. If we are unable to complete the relocation of the town,
our ability to advance our Marmato project could be impaired.
Political and Economic Uncertainties — Because our property
interest and exploration activities in Colombia are subject to political,
economic and other uncertainties, situations may arise that could have a
significantly adverse material impact on us.
Our property interests and proposed
exploration activities in Western Colombia are subject to political, economic
and other uncertainties, including the risk of expropriation, nationalization,
renegotiation or nullification of existing contracts, mining licenses and
permits or other agreements, changes in laws or taxation policies, currency
exchange restrictions and fluctuations, changing political conditions and
international monetary fluctuations. Future government actions concerning the
economy, taxation, or the operation and regulation of nationally important
facilities such as mines could have a significant effect on us. Any changes in
regulations or shifts in political attitudes are beyond our control and may
adversely affect our business. Exploration may be affected in varying degrees by
government regulations with respect to restrictions on future exploitation and
production, price controls, export controls, foreign exchange controls, income
and/or mining taxes, expropriation of property, environmental legislation and
mine and/or site safety. No assurances can be given that our plans and
operations will not be adversely affected by future developments in Colombia.
Colombia is home to South America's largest and longest running insurgency. Any
changes in regulations or shifts in political attitudes are beyond the control
of the Company and may adversely affect our business.
Government Regulation and Environmental Risks — Because we
are subject to various governmental regulations and environmental risks, we may
incur substantial costs to remain in compliance.
Our operations are subject to
Colombian and local laws and regulations regarding environmental matters, the
abstraction of water, and the discharge of mining wastes and materials. Any
changes in these laws could affect our operations and economics. Environmental
laws and regulations change frequently, and the implementation of new, or the
modification of existing, laws or regulations could harm us. We cannot predict
how agencies or courts in Colombia will interpret existing laws and regulations
or the effect that these adoptions and interpretations may have on our business
or financial condition. We may be required to make significant expenditures to
comply with governmental laws and regulations.
Any significant mining operations
will have some environmental impact, including land and habitat impact, arising
from the use of land for mining and related activities, and certain impact on
water resources near the project sites, resulting from water use, rock disposal
and drainage run-off. No assurances can be given that such environmental issues
will not have a material adverse effect on our operations in the future. While
we believe we do not currently have any material environmental obligations,
exploration activities may give rise in the future to significant liabilities on
our part to the government and third parties and may require us to incur
substantial costs of remediation.
Additionally, we do not maintain
insurance against environmental risks. As a result, any claims against us may
result in liabilities we will not be able to afford, resulting in the failure of
our business. Failure to comply with applicable laws, regulations, and
permitting requirements may result in enforcement actions thereunder, including
orders issued by regulatory or judicial authorities causing operations to cease
or be curtailed, and may include corrective measures requiring capital
expenditures, installation of additional equipment, or remedial actions. Parties
engaged in exploration operations may be required to compensate those suffering
loss or damage by reason of the exploration activities and may have civil or
criminal fines or penalties imposed for violations of applicable laws or
regulations and, in particular, environmental laws.
Amendments to current laws,
regulations and permits governing operations and activities of exploration
companies, or more stringent implementation thereof, could have a material
adverse impact on the Company and cause increases in expenditures and costs or
require abandonment or delays in developing new mining properties.
10
Competition — In the event that we are unable to successfully
compete within the mineral exploration business, we may not be able to achieve
profitable operations.
The mineral exploration business is
highly competitive. This industry has a multitude of competitors and many
competitors dominate this industry. Many of our competitors have greater
financial resources than us. As a result, we may experience difficulty competing
with other businesses when conducting mineral exploration activities or in the
retention of qualified personnel. No assurances can be given that we will be
able to compete effectively.
Commodity Fluctuations — Due to numerous factors beyond our
control which could affect the marketability of gold including the market price
for gold, we may have difficulty selling any gold if commercially viable
deposits are found to exist.
The availability of markets and the
volatility of market prices are beyond our control and represent a significant
risk. Even if commercially viable deposits of gold are found to exist on our
property interests, a ready market may not exist for the sale of the reserves.
Numerous factors beyond our control may affect the marketability of any
substances discovered. These factors include market fluctuations, the proximity
and capacity of markets and processing equipment, government regulations,
including regulations relating to prices, taxes, royalties, land tenure, land
use, importing and exporting of minerals and environmental protection. These
factors could inhibit our ability to sell gold in the event that commercially
viable deposits are found to exist.
Production Risks — In the event that commercially viable
deposits are found to exist, there is a risk that we may not have to requisite
resources and expertise to place our properties into commercial production.
We have limited prior experience in
placing mineral properties into production and our ability to do so will be
dependent upon us using the services of appropriately experienced personnel or
entering into agreements with other major resource companies that can provide
such expertise. There can be no assurance that we will have available to us the
necessary expertise when and if we place our resource properties into
production. Furthermore, as input costs continue to rise in the current economic
environment, there can be no assurance that we will be able to place our
properties into commercial production on economically favorable terms.
Dependence on Key Management and Scarce Resources — Because
our success is dependent upon a limited number of people, our business may fail
if those individuals leave the company.
The ability to identify, negotiate and consummate
transactions that will benefit us is dependent upon the efforts of our
management team. The loss of the services of any member of management could have
a material adverse effect on us. Our planned drilling activities may require
significant investment in additional personnel and capital equipment. Given the
current shortage of equipment and experienced personnel within the mining
industry, there can be no assurance that we will be able to acquire the
necessary resources to successfully implement our business plan. We have
historically experienced, and continue to experience, significant delays in
receiving verifying assay and check assay results from our third-party
analytical laboratories, and, as a result, there can be no assurance that we
will be able to complete our resource estimates on a timely basis.
Dependence on a Single Exploration Region — Because we are
currently dependent upon one principal mineral district, should our properties
fail to generate sufficient revenue to support future operations, our business
may fail.
We are currently dependent upon one
principal mineral region, that being the Marmato Mountain Gold District in
Colombia. The Marmato Mountain Gold District may never develop into commercially
viable ore bodies, which would have a materially adverse affect on our potential
mineral resource production, profitability, financial performance, and results
of operations.
Exploration and Mining Risks — Because mineral exploration
and mining involve a high-degree of physical and financial risk, we may never
achieve profitable operations, and our business may fail.
The business of exploring for and
mining of minerals involves a high degree of risk. Only a small proportion of
the properties that are explored are ultimately developed into producing mines.
At present, none of our properties have proven or probable reserves and the
proposed programs are an exploratory search for proven or probable reserves. The
mining areas presently being assessed by us may not contain economically
recoverable volumes of minerals or metals. Our operations may be disrupted by a
variety of risks and hazards which are beyond our control, including fires,
power outages, labor disruptions, flooding, explosions, cave-ins, landslides and
the inability to obtain suitable or adequate machinery, equipment or labor and
other risks involved in the operation of mines and the conduct of exploration
programs. We have relied and may continue to rely upon consultants and others
for operating expertise.
11
Should economically
recoverable volumes of minerals or metal be found, substantial expenditures will
be required to establish reserves through drilling, to develop metallurgical
processes, to develop the mining and processing facilities and infrastructure at
any site chosen for mining. Although substantial benefits may be derived from
the discovery of a major mineralized deposit, no assurance can be given that
minerals will be discovered in sufficient quantities or having sufficient grade
to justify commercial operations or that funds required for development can be
obtained on a timely basis. The economics of developing gold and other mineral
properties is affected by many factors including the cost of operations,
variations of the grade of ore mined, fluctuations in the price of gold or other
minerals produced, costs of processing equipment and such other factors as
government regulations, including regulations relating to royalties, allowable
production, importing and exporting of minerals and environmental protection. In
addition, the grade of mineralization ultimately mined may differ from that
indicated by drilling results and such differences could be material. Short term
factors, such as the need for orderly development of ore bodies or the
processing of new or different grades, may have an adverse effect on mining
operations and on the results of operations. There can be no assurance that
minerals recovered in small scale laboratory tests will be duplicated in large
scale tests under on-site conditions or in production scale operations. Material
changes in geological resources, grades, stripping ratios or recovery rates may
affect the economic viability of projects. Depending on the price of gold or
other minerals produced, which have fluctuated widely in the past, we may
determine at any time that it is impractical to commence or continue commercial
production.
Risks Inherent in Estimating Mineral Resources
and Production — If we have incorrectly estimated our mineral resources and
future production, our future revenues will be materially negatively affected.
Our mineral resource
estimates are estimates only and no assurance can be given that any proven or
probable reserves will be discovered or that any particular level of recovery of
minerals will in fact be realized or that an identified reserve or resource will
ever qualify as a commercially mineable (or viable) deposit which can be legally
and economically exploited. In addition, the grade of mineralization which may
ultimately be mined may differ from that indicated by drilling results and such
differences could be material. Production can be affected by such factors as
permitting regulations and requirements, weather, environmental factors,
unforeseen technical difficulties, unusual or unexpected geological formations
and work interruptions. Discussions of our mineral resource estimates should not
be interpreted as assurances of commercial viability or potential or of the
profitability of any future operations.
Conflicts of Interest — Because our directors
and officers may serve as directors or officers of other companies, they may
have a conflict of interest in making decisions for our business.
Our directors and
officers may serve as directors or officers of other companies or have
significant shareholdings in other resource companies and, to the extent that
such other companies may participate in ventures in which we may participate,
our directors may have a conflict of interest in negotiating and concluding
terms respecting the extent of such participation. In the event that such a
conflict of interest arises at a meeting of our directors, a director who has
such a conflict will abstain from voting for or against the approval of such
participation or such terms. In accordance with the laws of the State of
Delaware, our directors are required to act honestly, in good faith and in our
best interests. In determining whether or not we will participate in a
particular program and the interest therein to be acquired by us, the directors
will primarily consider the degree of risk to which we may be exposed and our
financial position at that time.
Repatriation of Earnings — If restrictions on
repatriation of earnings from Colombia to foreign entities are instituted, our
business may be materially negatively affected.
Currently there are no
restrictions on the repatriation from Colombia of earnings to foreign entities.
However, given the political climate in Latin America and its history of regime
changes there can be no assurance that restrictions on repatriations of earnings
from Colombia will not be imposed in the future.
Currency Fluctuations — Because we conduct
operations in Colombia, we are subject to foreign currency fluctuations, which
may materially affect our financial results.
Our operations in
Colombia make us subject to foreign currency fluctuations and such fluctuations
may materially affect our financial position and results. We report our
financial results in U.S. dollars and incur expenses in U.S. dollars, Canadian
dollars, and Colombian pesos. As the exchange rate of the Canadian dollar and
Colombian peso fluctuates against the U.S. dollar, we will experience foreign
exchange gains and losses, both realized and unrealized, and such gains and
losses may be significant. We do not hedge any of our foreign currency
denominated balance sheet or operating exposures.
12
Enforcement of Civil Liabilities — Because substantially all
of our assets are located outside of the United States, it may be difficult or
impossible to enforce judgments granted by a court in the United States against
our assets, directors, or officers.
Substantially all of our assets are
located outside of the United States, and certain of our directors and officers
are resident outside of the United States. As a result, it may be difficult or
impossible to enforce judgments granted by a court in the United States against
our assets or our directors and officers residing outside of the United States.
Internal Controls — If we fail to maintain an effective
system of internal control, we may not be able to accurately report our
financial results or prevent fraud, resulting in current and potential
stockholders losing confidence in our financial reporting.
Effective internal controls are
necessary for us to provide reliable financial reports and effectively prevent
fraud. If we cannot provide reliable financial reports or prevent fraud, our
operating results could be harmed. We have in the past discovered, and may in
the future discover, areas of our internal controls that need improvement. Any
failure to implement required new or improved controls, or difficulties
encountered in their implementation, could harm our operating results or cause
us to fail to meet our reporting obligations. Inferior internal controls could
also cause investors to lose confidence in our reported financial information,
which could have a negative effect on the trading price of our stock.
Sarbanes-Oxley — New legislation, including the
Sarbanes-Oxley Act of 2002, may make it more difficult for us to retain or
attract officers and directors.
The Sarbanes-Oxley Act of 2002 was
enacted in response to public concerns regarding corporate accountability in
connection with recent accounting scandals. The stated goals of the
Sarbanes-Oxley Act are to increase corporate responsibility, to provide for
enhanced penalties for accounting and auditing improprieties at publicly traded
companies, and to protect investors by improving the accuracy and reliability of
corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act
generally applies to all companies that file or are required to file periodic
reports with the SEC, under the Securities Exchange Act of 1934. As a public
company, we are required to comply with the Sarbanes-Oxley Act. The enactment of
the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations
by the SEC that increase responsibilities and liabilities of directors and
executive officers. The perceived increased personal risk associated with these
recent changes may deter qualified individuals from accepting these roles. As a
result, it may be more difficult for us to attract and retain qualified persons
to serve on our board of directors or as executive officers. Compliance with
Section 404 of Sarbanes-Oxley ("SOX 404") is a costly and time-consuming process. We have
limited internal and external resources to devote to maintaining SOX 404
compliance and there can be no assurance that we can maintain compliance. We are
currently working towards our SOX 404 compliance schedule, but it is a costly
and time-consuming process and there can be no assurance that we will be
compliant within the relevant legislation requirements. We have limited internal
and external resources and devote to becoming SOX 404 compliant and there can be
no assurance we will be compliant. We continue to evaluate and monitor
developments with respect to these rules, and we cannot predict or estimate the
amount of additional costs we may incur or the timing of such costs.
Project Costs — Because we will be subject to compliance with
government regulation which may change, the anticipated costs of our exploration
program may increase.
We have and will in the future engage
consultants to assist it with respect to our operations in Colombia. We are
beginning to deal with the various regulatory and governmental agencies, and the
rules and regulations of such agencies, in connection with the advancement of
the Marmato and Caramanta projects. No assurances can be given that we will be
successful in our efforts. Further, in order for us to operate and grow our
business in Colombia, we need to continually conform to the laws, rules and
regulations of such country and local jurisdiction. It is possible that the
legal and regulatory environment pertaining to the exploration and development
of gold mining properties will change. Uncertainty and new regulations and rules
could increase our cost of doing business, or prevent us from conducting our
business.
Pending Acquisitions — Our planned acquisitions are subject
to regulatory approvals and due diligence, and may require shareholder consent.
We have announced proposed
acquisitions of Mineros S.A. and Colombia Gold. There can be no assurance
that either of these transactions will be completed, as significant regulatory,
due diligence and legal matters are outstanding. In addition, one or both of
these transactions may be subject to shareholder approval. There can be no
assurance that we will have or be able to obtain the financial and management resources to complete
these transactions.
13
Commercialization Risks — Our due diligence activities with
respect to our property interests cannot assure that these properties will
ultimately prove to be commercially viable.
Our due diligence activities have
been limited, and to a great extent, we have relied upon information provided to
us by third-party advisors. Accordingly, no assurances can be given that the
properties or mining rights we possess will contain adequate amounts of gold for
commercialization. Further, even if we recover gold from such mining properties,
we cannot guarantee that we will make a profit. If we cannot acquire or locate
commercially exploitable gold deposits, or if it is not economical to recover
the gold deposits, our business and operations will be materially adversely
affected. At present, none of our properties have proven or probable reserves
and the proposed programs are an exploratory search for proven or probable
reserves. The mining areas presently being assessed by us may not contain
economically recoverable volumes of minerals or metals. We have relied and may
continue to rely, upon consultants and others for operating expertise.
Short Selling — Because our common stock is quoted and traded
on the over-the-counter bulletin board and the Toronto Stock Exchange, short
selling could increase the volatility of our stock price.
Short selling occurs when a person
sells shares of stock which the person does not yet own and promises to buy
stock in the future to cover the sale. The general objective of the person
selling the shares short is to make a profit by buying the shares later, at a
lower price, to cover the sale. Significant amounts of short selling, or the
perception that a significant amount of short sales could occur, could depress
the market price of our common stock. In contrast, purchases to cover a short
position may have the effect of preventing or retarding a decline in the market
price of our common stock, and together with the imposition of the penalty bid,
may stabilize, maintain or otherwise affect the market price of our common
stock. As a result, the price of our common stock may be higher than the price
that otherwise might exist in the open market. If these activities are
commenced, they may be discontinued at any time. These transactions may be
effected on over-the-counter bulletin board or any other available markets or
exchanges. Such short selling if it were to occur could impact the value of our
stock in an extreme and volatile manner to the detriment of our shareholders.
Dividends — Because we do not expect to pay dividends for the
foreseeable future, investors seeking cash dividends should not purchase our
common stock.
We have never declared or paid any
cash dividends on our common stock. We currently intend to retain future
earnings, if any, to finance the expansion of our business. As a result, we do
not anticipate paying any cash dividends in the foreseeable future. Our payment
of any future dividends will be at the discretion of our board of directors
after taking into account various factors, including but not limited to our
financial condition, operating results, cash needs, growth plans and the terms
of any credit agreements that we may be a party to at the time. Accordingly,
investors must rely on sales of their own common stock after price appreciation,
which may never occur, as the only way to realize their investment. Investors
seeking cash dividends should not purchase our common stock.
Stock Price Volatility — Because our stock price can be
volatile, investors may not be able to recover any of their investment.
Stock prices in general, and stock
prices of mineral exploration companies in particular, have experienced extreme
volatility that often have been unrelated to the operating performance or any
specifics of the company. Factors that may influence the market price of our
common stock include:
(i)
actual or anticipated changes or
milestones in our operations;
(ii)
our ability or inability to acquire
gold mining properties or interests in such properties in Colombia;
(iii)
our ability or inability to
generate revenues;
(iv)
increased competition within
Colombia and elsewhere;
(v)
government regulations, including
mineral exploration regulations that affect our operations;
(vi)
predictions and trends in the gold
mining exploration industry;
14
(vii) volatility of gold market
prices;
(viii) sales of common stock by
"insiders"; and
(ix) announcements of significant
acquisitions, strategic partnerships, joint ventures or capital commitments by
us or our competitors.
Our stock price may also be impacted
by factors that are unrelated or disproportionate to our operating performance.
These market fluctuation, as well as general economic, political and market
conditions, such as recessions, interest rates or international currency
fluctuations, may adversely affect the market price of our common stock.
Penny Stock Rules — Because our common stock is quoted on the
over-the-counter bulletin board administered by FINRA and is subject to the
"Penny Stock" rules, the level of trading activity in our stock on the
over-the-counter bulletin board may be reduced.
Broker-dealer practices in connection
with transactions in "penny stocks" are regulated by penny stock rules adopted
by the Securities and Exchange Commission. Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
some national securities exchanges or quoted on the over-the-counter bulletin
board administered by FINRA). The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and, if the broker-dealer is the sole market
maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
broker-dealers who sell these securities to persons other than established
customers and "accredited investors" must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. Consequently, these
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security subject to the penny stock rules,
and investors in our common stock may find it difficult to sell their shares.
15
USE OF PROCEEDS
The selling securityholders will receive all of the
proceeds from the sale of shares of common stock pursuant to this prospectus. We
will not receive any of the proceeds from such sales.
16
SELLING SECURITYHOLDERS
Additional Securities
On June 18, 2008, we completed a
private sale of 11,167,000 special warrants at a price of $0.85 per special
warrant. Each special warrant will be automatically exercised for no additional
consideration to acquire one unit, subject to adjustment for certain events, on
the earliest of (a) the third business day after the date a receipt is issued by
the Ontario Securities Commission for the final prospectus qualifying the units to be
issued upon the exercise of the special warrants and (b) October 19, 2008. Each
unit will consist of one share of common stock and one common share purchase
warrant. Each warrant will entitle the holder to purchase one share of common
stock at a price of $1.50 per share until June 18, 2013. In connection with the
offering, we paid customary fees and issued special broker warrants exercisable
for no additional consideration into 781,690 broker warrants to
the placement agents retained for the offering. Each broker warrant entitles the
holder, subject to approval by the Company's shareholders, to purchase one share
of common stock at an exercise price of $0.85 per share until June 18, 2010. In
total, 11,167,000 shares of common stock and common share purchase warrants
and broker warrants exercisable for an aggregate of 11,948,690 shares of common stock are issuable
upon the automatic exercise of the special warrants and special broker warrants,
in transactions exempt from the registration requirements of the Securities Act
of 1933. Pursuant to the terms of a registration rights agreement we entered
into with the selling securityholders named below, if we fail to qualify for
resale (i) the shares of common stock issuable upon the exercise of the special
warrants, (ii) the shares of common stock underlying the warrants issuable upon
the exercise of the special warrants, (iii) the shares of common stock
underlying the broker warrants issuable upon the exercise of the special broker
warrants and (iv) the shares of common stock comprising part of the Additional
Units (as defined below), on or before October 18, 2008, we will be required to
issue to the selling securityholders named below an amount of Additional Units,
each Additional Unit comprising one share of common stock and one common share
purchase warrant, as set forth in the registration rights agreement. The selling
securityholders named below, including their transferees, pledges or donees or
their successors, may from time to time offer and sell, pursuant to this
prospectus and the prospectus supplement, if any, all, some or none of the
shares of common stock, including shares of common stock issued upon the
exercise of warrants.
The table below sets forth the name
of each selling securityholder, the number of shares of our common stock that
the selling securityholder beneficially owned prior to the offering and the
number of such shares being registered for sale by the selling securityholder
under this prospectus. The number and percentage of outstanding common shares
beneficially owned upon completion of the offering assumes that all of the
common shares registered by the selling securityholders under this prospectus
have been sold and is based on 92,932,486 of our common shares outstanding as of
May 31, 2008. Except as disclosed below, the selling securityholders do not
have, and within the past three years has not had, any position, office or other
material relationship with us or any of our affiliates.
The information is based on
information provided to us by or on behalf of the selling securityholders on or
prior to June 18, 2008. The selling securityholders identified below may have
sold, transferred or otherwise disposed of all or a portion of shares of common
stock since the date on which they provided this information in transactions
exempt from the registration requirements of the Securities Act of 1933.
Information about the selling securityholders may change from time to time. Any
changed information will be set forth in prospectus supplements or
post-effective amendments, as required.
The selling securityholders may from
time to time on one or more occasions offer and sell any or all of the common
shares that are registered under this prospectus. The registration of our common
shares held by the selling securityholders does not necessarily mean that any
selling securityholder will offer or sell any of its shares. For information on
the procedure for sales by the selling securityholders, read the disclosure
under the heading "Plan of Distribution" below.
Maximum Number of
Shares of Common
Shares of
Shares of
Shares of
Shares
    of Common
Maximum Number of
Stock to Be Received
Common Stock
Percent
Common Stock
Common Stock to
Stock to Be
Shares of Common
upon the Exercise of
Total Shares of
Beneficially
Beneficially
Beneficially
Be Received upon
Received
    upon the
Stock Which May Be
Warrants Which May
Common Stock
Owned upon
Owned upon
Owned Prior to
the Exercise of
Exercise of
Received upon a
Be Received upon a
that May Be
Completion of
Completion of
Name of Selling Securityholder
This Offering
Special Warrants
Warrants
Registration Default(1)
Registration Default(1)
Offered Hereby
This Offering
This Offering(2)
Multi-Strategy Master Fund(3)
0
3,530,000
3,530,000
529,500
529,500
8,119,000
0
--
Dynamic Precious Metals Fund(4)
0
2,320,605
2,320,605
348,091
348,091
5,337,392
0
--
Salida Multi Strategy Hedge
    Fund(5)
900,000
1,471,000
1,471,000
220,650
220,650
3,383,300
900,000
--
BTR Global Prospector Trading
    Limited(6)
101,000
1,368,030
1,368,030
205,205
205,205
3,146,469
101,000
--
Anima SGRpA Rubrica Anima Fondo
    Trading(7)
1,680,000
600,000
600,000
90,000
90,000
1,380,000
1,680,000
1.8%
TD Asset Management Inc.(8)
0
585,000
585,000
87,750
87,750
1,345,500
0
--
Genus Dynamic Gold Fund(9)
2,634,000
260,000
260,000
39,000
39,000
598,000
2,634,000
2.8%
Ruffer Baker Steel Gold
    Fund(10)
2,332,000
255,000
255,000
38,250
38,250
586,500
2,332,000
2.5%
Apollo Nominees Inc(11)
0
235,000
235,000
35,250
35,250
540,500
0
--
Muse Global Master Fund Ltd(12)
0
117,500
117,500
17,625
17,625
270,250
0
--
BTR Global Prospector II
    Trading Limited(13)
0
102,970
102,970
15,446
15,446
236,831
0
--
Richard Kung
0
100,000
100,000
15,000
15,000
230,000
0
--
Select Gold Fund(14)
737,000
85,000
85,000
12,750
12,750
195,500
737,000
--
RIT Capital Partners Baker
    Steel(15)
747,000
80,000
80,000
12,000
12,000
184,000
747,000
--
Lux-Dyn Precious Metals
    Fund(16)
0
31,895
31,895
4,784
4,784
73,359
0
--
Genus Natural Resources
    Fund(17)
293,000
25,000
25,000
3,750
3,750
57,500
293,000
--
Thomas Weisel Partners Canada
    Inc.(18)(20)
0
0
754,690
0
75,469
830,159
0
--
Westmount Capital(19)(20)
0
0
27,000
0
2,700
29,700
0
--
Total
9,424,000
11,167,000
11,948,690
1,675,050
1,753,219
26,543,959
9,424,000
(1)
Pursuant to the terms of a registration rights agreement we entered into with
the selling securityholders, if the common shares issuable upon exercise of the
special warrants, the warrants and the special broker warrants are not qualified
for resale by an effective registration statement on or before October 18, 2008,
we will be required to issue to each of the selling securityholders and the
agents in the June 18, 2008 private placement an amount of additional units,
each unit comprising one common share and one common share purchase warrant, as
specified in the registration rights agreement, up to a maximum of 15% of the
number of special warrants received in the private placement.
(2)
"--" denotes less than one percent.
(3)
We have been informed that the control person of
the named selling securityholder is Michael Humphries.
(4)
We have been informed that the control person of
the named selling securityholder is Robert Cohen.
(5)
We have been informed that the control person of
the named selling securityholder is Brad White.
(6)
We have been informed that
the control person of the named selling securityholder is Brian Trenholm.
(7)
We have been informed that the control person of
the named selling securityholder is Giordano Martinelli.
(8)
We have been informed that the control person of
the named selling securityholder is Robert Sklar.
(9)
We have been informed that the control persons of
the named selling securityholder are Tino Isnardi, Aneil Bhatt, Trevor Steel and
David Baker.
(10)
We have been informed that the control persons of
the named selling securityholder are Tino Isnardi, Aneil Bhatt, Trevor Steel and
David Baker.
(11)
We have been informed that the control persons of the named selling
securityholder are E. Adrian Meyer, Geoffrey Matus, Craig Rimer, Mohammed Patel,
Amanda Pile, Gilles Gosselin, Ryle Weekes, Paul Pitt, Bradley Gibbert, Cynthia
Butcher, Natalia Sisnett, Laura Gittens and Joy Aberback.
(12)
We have been informed that the control person of
the named selling securityholder is Richard Hazlewood.
(13)
We have been informed that the control person of
the named selling securityholder is Brian Trenholm.
(14)
We have been informed that the control persons of
the named selling securityholder are Tino Isnardi, Aneil Bhatt, Trevor Steel and
David Baker.
(15)
We have been informed that the control persons of
the named selling securityholder are Tino Isnardi, Aneil Bhatt, Trevor Steel and
David Baker.
(16)
We have been informed that the control person of
the named selling securityholder is Robert Cohen.
(17)
We have been informed that the control persons of
the named selling securityholder are Tino Isnardi, Aneil Bhatt, Trevor Steel and
David Baker.
(18)
We have been informed that the control person of
the named selling securityholder is Keith Harris.
(19)
We have been informed that the control person of
the named selling securityholder is  Robert Seguin.
(20)
Thomas Weisel Partners Canada Inc. and Westmount Capital acted as placement
agents in connection with the private placement completed June 18, 2008 and
received special broker warrants that will be automatically exercised into
warrants to purchase a total of 781,690 shares of our common stock and customary
fees as compensation for their services. Certain of these placement agents have
assisted us with previous private placements.
Other than as disclosed above, none
of the selling securityholders:
(1) has had a material relationship
with us other than as a shareholder at any time within the past three years; or
(2) has been one of our officers or
directors.
17
PLAN OF DISTRIBUTION
Each Selling Stockholder (the
"Selling Stockholders") of the common stock of Company may, from time to time, sell any or all of
their shares of Common Stock on the Trading Market or any other stock exchange,
market or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. A Selling
Stockholder may use any one or more of the following methods when selling
shares:
ordinary brokerage transactions and
  transactions in which the broker dealer solicits purchasers;
block trades in which the broker dealer
  will attempt to sell the shares as agent but may position and resell a portion
  of the block as principal to facilitate the transaction;
purchases by a broker dealer as
  principal and resale by the broker dealer for its account;
an exchange distribution in accordance
  with the rules of the applicable exchange;
privately negotiated transactions;
settlement of short sales entered into
  after the effective date of the registration statement of which this
  prospectus is a part;
broker dealers may agree with the
  Selling Stockholders to sell a specified number of such shares at a stipulated
  price per share;
a combination of any such methods of
  sale;
through the writing or settlement of
  options or other hedging transactions, whether through an options exchange or
  otherwise; or
any other method permitted pursuant to
  applicable law.
The Selling Stockholders may also
sell shares under Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act"), if available, rather than under this prospectus.
Broker dealers engaged by the Selling
Stockholders may arrange for other brokers dealers to participate in sales.
Broker dealers may receive commissions or discounts from the Selling
Stockholders (or, if any broker dealer acts as agent for the purchaser of
shares, from the purchaser) in amounts to be negotiated, but, except as set
forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with NASD Rule
2440; and in the case of a principal transaction a markup or markdown in
compliance with NASD IM-2440.
In connection with the sale of the
Common Stock or interests therein, the Selling Stockholders may enter into
hedging transactions with broker-dealers or other financial institutions, which
may in turn engage in short sales of the Common Stock in the course of hedging
the positions they assume. The Selling Stockholders may also sell shares of the
Common Stock short and deliver these securities to close out their short
positions, or loan or pledge the Common Stock to broker-dealers that in turn may
sell these securities. The Selling Stockholders may also enter into option or
other transactions with broker-dealers or other financial institutions or the
creation of one or more derivative securities which require the delivery to such
broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such
transaction).
The Selling Stockholders and any
broker-dealers or agents that are involved in selling the shares may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.

In no event shall
any broker-dealer receive fees, commissions and markups which, in the aggregate,
would  exceed customary fees and commissions.
The Selling Stockholders may from
time to time pledge or grant a security interest in some or all of the shares of
common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the
shares of common stock from time to time under this prospectus after we have
filed an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act of 1933 amending the list of Selling
Stockholders to include the pledgee, transferee or other successors in interest
as Selling Stockholders under this prospectus.
18
The Selling Stockholders also may
transfer the shares of Common Stock in other circumstances, in which case the
transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus and may sell the shares of
Common Stock from time to time under this prospectus after we have filed an
amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933 amending the list of Selling Stockholders to
include the pledgee, transferee or other successors in interest as Selling
Stockholders under this prospectus.
The Company is required to pay
certain fees and expenses incurred by the Company incident to the registration
of the shares, but the Company will not receive any proceeds from the sale of
the Common Stock by the Selling Stockholders. The Company has agreed to
indemnify the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.
Because Selling Stockholders may be
deemed to be "underwriters" within the meaning of the Securities Act, they will
be subject to the prospectus delivery requirements of the Securities Act. In
addition, any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than under this prospectus. Each Selling Stockholder has advised us that they
have not entered into any written or oral agreements, understandings or
arrangements with any underwriter or broker-dealer regarding the sale of the
resale shares. There is no underwriter or coordinating broker acting in
connection with the proposed sale of the resale shares by the Selling
Stockholders.
We agreed to keep this prospectus
effective until the earlier of (i) six months following the expiration of the
warrants, (ii) all of the Common Stock held by Selling Stockholders can be sold
without restriction or limitation pursuant to Rule 144(b)(1) or (iii) such time
as all shares covered by the registration statement have been sold publicly. The
resale shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states, the resale shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and is complied with.
Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of
the resale shares may not simultaneously engage in market making activities with
respect to the Common Stock for the applicable restricted period, as defined in
Regulation M, prior to the commencement of the distribution. We have advised
each Selling Stockholder that it may not use shares registered under this
Registration Statement to cover short sales of Common Stock made prior to the
date on which this Registration Statement shall have been declared effective by
the Securities and Exchange Commission. In addition, the Selling Stockholders
will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of shares of the Common Stock by the Selling Stockholders or
any other person. We will make copies of this prospectus available to the
Selling Stockholders and have informed them of the need to deliver a copy of
this prospectus to each purchaser at or prior to the time of the sale.
19
DESCRIPTION OF SECURITIES TO BE REGISTERED
Our authorized capital stock consists
of 200,000,000 shares of common stock and 10,000,000 shares of preferred stock,
with a par value of $0.00001 per share. As of May 31, 2008, there were
92,932,486 shares of our common stock and no shares of our preferred stock issued
and outstanding.
Common Stock
Our common stock is entitled to one
vote for each share outstanding on each matter voted at a stockholders' meeting,
including the election of directors. Generally, all matters to be voted on by
stockholders must be approved by a majority (or, in the case of election of
directors, by a plurality) of the votes entitled to be cast by all shares of our
common stock that are present, in person or represented by proxy, subject to any
voting rights granted to holders of any preferred stock. Holders of our common
stock representing five percent (5%) of our capital stock issued, outstanding
and entitled to vote, represented in person or by proxy, are necessary to
constitute a quorum at any meeting of our stockholders. A vote by the holders of
a majority of our outstanding shares is required to effectuate certain
fundamental corporate changes such as liquidation, merger, or an amendment to
our certificate of incorporation. Our certificate of incorporation does not
provide for cumulative voting in the election of directors.
In the event of any merger or
consolidation with or into another company in connection with which shares of
our common stock are converted into or exchangeable for shares of stock, other
securities or property (including cash), all holders of our common stock will be
entitled to receive the same kind and amount of shares of stock and other
securities and property (including cash).
Holders of our common stock have no
pre-emptive rights, no conversion rights, and there are no redemption provisions
applicable to our common stock.
Preferred Stock
Our Board of Directors is authorized
to issue all or any of the shares of the preferred stock in one or more series,
fix the number of shares, determine or alter for each such series voting powers
or other rights, qualifications, limitations, or restrictions thereof. The Board
of Directors is also expressly authorized to increase or decrease the number of
shares of any series subsequent to the issuance of shares of that series, but
not below the number of shares of such series then outstanding. In case the
number of shares of any series shall be decreased in accordance with the
foregoing sentence, the shares constituting such decrease shall resume the
status that they had prior to the adoption of the resolution originally fixing
the number of shares of such series.
Dividend Policy
We have never declared or paid any
cash dividends on our common stock. We currently intend to retain future
earnings, if any, to finance the expansion of our business. As a result, we do
not anticipate paying any cash dividends in the foreseeable future.
In the event that a dividend is
declared, common stockholders on the record date are entitled to share ratably
in any dividends that may be declared from time to time on the common stock by
our board of directors from funds legally available.
There are no restrictions in our
certificate of incorporation or bylaws that restrict us from declaring
dividends. The Delaware General Corporation Law, as amended ("DGCL"), provides
that a corporation may pay dividends out of surplus, out the corporation's net
profits for the preceding fiscal year, or both provided that there remains in
the stated capital account an amount equal to the par value represented by all
shares of the corporation's stock raving a distribution preference.
Delaware Anti-Takeover Laws
Section 203 of the DGCL provides
state regulation over the acquisition of a controlling interest in certain
Delaware corporations unless our certificate of incorporation or bylaws provide
that the provisions of these sections do not apply. Our certificate of
incorporation and bylaws do not state that these provisions do not apply. The
DGCL creates a number of restrictions on the ability of a person or entity to
acquire control of a Delaware corporation by setting down certain rules of
conduct and voting restrictions in any acquisition attempt, among other things.
20
LEGAL MATTERS
The validity of the shares of common stock registered hereunder will
be passed upon for us by Shearman & Sterling LLP, Toronto, Ontario.
EXPERTS
The financial statements and the related financial
statement schedules, incorporated in this prospectus by reference to our annual
report on Form 10-KSB for the years ended December 31, 2007 and 2006, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent chartered accountants, given on the authority of said firm as
experts in auditing and accounting.
Any technical information regarding the Marmato and
Caramanta projects in the Departments of Caldas and Antioquia in the Republic of
Colombia, as described in this prospectus, or incorporated by reference hereto,
is included in reliance on the technical report submitted by Micon International
Limited, an independent consultant. This information is included in this
prospectus in reliance upon the authority of Micon International Limited as
experts in these matters.
21
26,543,959 Shares
Common Stock
_______________
Prospectus
, 2008
_______________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the
costs and expenses payable by us in connection with the distribution of the
securities being registered. All of the amounts shown are estimates, except the
Securities and Exchange Commission registration fee. We have agreed to bear all
expenses (other than underwriting discounts and selling commissions) in
connection with the registration and sale of the securities offered by the
selling securityholders.
Securities and
    Exchange Commission registration fee
$
757
Printing fees
10,000
Accounting fees and
    expenses
20,000
Legal fees and
    expenses
30,000
Miscellaneous expenses
10,000
Total(1)
$
70,757
(1) The amounts set forth above are estimates except for the Securities and
Exchange Commission registration fee.
Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General
Corporation Law, as amended (the "DGCL"), provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Colombia Goldfields has agreed to
indemnify its officers and directors to the fullest extent permitted by law.
Such indemnification is intended to supplement our officers' and directors'
liability insurance.
Our certificate of incorporation
provides for indemnification of our directors, officers and employees as
follows:
A director of the Company shall not
be personally liable to us or our stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to us or our stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from
which the director derived any improper personal benefit. If the DGCL is
hereafter amended to further reduce or to authorize, with the approval of our
stockholder, further reductions in the liability of our directors for breach of
fiduciary duty, then a director of the Company shall not be liable for any such
breach to the fullest extent permitted by the DGCL as so amended.
To the extent permitted by applicable
law, we are also authorized to provide indemnification of (and advancement of
expenses to) such agents (and any other persons to which Delaware law permits us
to provide indemnification) through provisions in our bylaws, agreements with
such agents or other persons, voting of securityholders or disinterested
directors or otherwise, in excess of the indemnification and advancement
otherwise permitted by Section 145 of the DGCL, subject only to limits created
by applicable Delaware law (statutory or non-statutory), with respect to actions
for breach of duty to the Company, its securityholders and others.
Any repeal or modification of any of
the foregoing provisions of the indemnification provisions in our certificate of
incorporation or bylaws shall be prospective and shall not adversely affect any
right or protection of a director, officer, agent, or other person existing at
the time of, or increase the liability of any director of the Company with
respect to any acts or omissions of such director occurring prior to, such
repeal or modification.
Item 15. Recent Sales of Unregistered Securities.
On June 18, 2008, we closed a private
placement of 11,167,000 special warrants (the "Special Warrants") at a price of
US$0.85 per Special Warrant, providing the Company with gross proceeds of
approximately US $9.5 million. Each Special Warrant will be automatically
exercised for no additional consideration to acquire one unit (the "Units"),
subject to adjustment in certain events, at 5:00 pm (Toronto time) on the
earliest of (a) the third business day after the date that a receipt is issued
by the securities regulatory authorities in the jurisdictions of Canada where
the Special Warrants are sold for the final prospectus qualifying the
distribution of the Units to be issued upon the exercise of the Special
Warrants, and (b) the date that is four months and one day following the closing
date of the offering. Each Unit will consist of one common share of the Company
(the "Common Shares") and one Common Share purchase warrant of the Company (the
"Warrants"). Each Warrant will entitle the holder thereof to acquire one Common
Share at a price of US$1.50 at any time until 4:00 p.m. (Toronto time) on the
date which is 60 months following the closing date of the offering. In connection with the offering, the
Company paid fees and expenses of $751,531 and issued 781,690 special broker
warrants (the "Special Broker Warrants") to the agents retained for the
offering, each Special Broker Warrant exercisable for no additional
consideration into broker warrants of the Company (the "Broker Warrants"), and
each Broker Warrant entitling the holder thereof, subject to shareholder
approval, to purchase one Common Share at an exercise price of U.S.$0.85 per
Common Share during the period ending 24 months following the closing date of
the offering. The offering was made pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended ("Section 4(2)"). All offers and sales were made in compliance
with the requirements of the exemption from registration provided by Section
4(2).
On March 31, 2008, we completed a
private sale of 6,342,411 units at a price of US$0.85 per unit, providing the
Company with gross proceeds of approximately US$5.4 million. Each unit consists
of one common share of the Company and one common share purchase warrant of the
Company. Each warrant entitles the holder to purchase one common share of the
Company at a price of US$1.10 for a period of two years from the closing date. The offering was made to non-U.S.
persons, as defined in Regulation S ("Regulation S") under the Securities Act of
1933, as amended (the "Securities Act"), and pursuant to the exemption from
registration provided by Section 4(2).
All offers and sales were made in compliance with the requirements of Regulation
S or the exemption from registration provided by Section 4(2).
On March 19, 2008, we granted options
to purchase 50,000 shares of our common stock to a director in consideration for
services rendered to the Company. These options were issued pursuant to Section
4(2)  . We did not engage in any general
solicitation or advertising.
On March 3, 2008, we granted options
to purchase 250,000 shares of our common stock to an employee in consideration
for services rendered to the Company. These options were issued pursuant to
Section 4(2). We did not engage in any
general solicitation or advertising.
On February 8, 2008, we issued
350,000 common share purchase warrants to Global Resource Fund, the lender under
a promissory note we executed on the same date, in consideration for entering
into the promissory note. These securities were issued pursuant to Section 4(2). We did not engage in any general solicitation or
advertising.
On December 28, 2007, we completed a
private sale of 9,165,226 units at a price of Cdn$1.10 per unit, providing the
Company with gross proceeds of Cdn$10,081,749. Each unit consists of one common
share of the Company and one-half of one common share purchase warrant. Each
full warrant entitles the holder to purchase one common share of the Company at
a price of Cdn$2.00 per share until December 28, 2012. In connection with the
offering, the Company paid fees of Cdn$665,314 and issued 595,739 common share
purchase warrants to the placement agents retained for the offering. Each
agents' warrant entitles the holder to purchase one common share at an exercise
price of Cdn$1.20 for a period of 24 months. The offering was made to non-U.S.
persons, as defined in Regulation S ("Regulation S") under the Securities Act of
1933, as amended (the "Securities Act"), and pursuant to the exemption from
registration provided by Section 4(2).
The Company received representations from the placement agents that all offers
and sales were made in compliance with the requirements of Regulation S or the
exemption from registration provided by Section 4(2).
On November 14, 2007, we issued
125,000 shares of our common stock to a director pursuant to the exercise of
options for proceeds of $94. These securities were issued pursuant to Section
4(2) of the Securities Act of 1933. We did not engage in any general
solicitation or advertising. We issued the stock certificates and affixed the
appropriate legends to the restricted stock.
On November 8, 2007, we granted
options to purchase 1,850,000 shares of our common stock to certain directors,
officers and employees in consideration for services rendered to the Company.
These options were issued pursuant to Section 4(2). We did not engage in any general solicitation or advertising.
On October 1, 2007, we granted
options to purchase 150,000 shares of our common stock to a consultant in
consideration for services rendered to the Company. These options were issued
pursuant to Section 4(2). We did not
engage in any general solicitation or advertising.
On September 14, 2007, we issued
3,000,000 shares of our common stock to Investcol Limited as consideration for
the exercise of our option to acquire an additional ten percent (10%) of the
issued and outstanding stock of RNC (Colombia) Limited ("RNC"), resulting in our
owning 100% of RNC. These shares were issued pursuant to Section 4(2). We did not engage in any general solicitation or advertising.
The stock certificate was issued with the appropriate legends affixed to the
restricted stock.
On August 14, 2007, we completed a
private equity offering of 8,483,000 units at Cdn$1.40 per unit to a total of 24
investors. Each unit consists of one share of common stock and one-half warrant
("the Warrant") to purchase one share of our common stock, exercisable for
twelve months from the closing of the offering. The exercise price of the
warrant is Cdn$1.85. The Warrant requires the holder, upon notice from the
Company, to exercise in the event that during any fifteen consecutive trading
days, the common stock of the Company closes at or above Cdn$2.25 on a
recognized North American stock exchange. We completed this offering pursuant to
Regulation S of the Securities Act. Each investor represented to us that he was
a non-US person as defined in Regulation S. We did not engage in a distribution
of this offering in the United States. Each investor represented his intention
to acquire the securities for investment only and not with a view toward
distribution. We requested our stock transfer agent to affix appropriate legends
to the stock certificate issued to each investor in accordance with Regulation S
and the transfer agent affixed the appropriate legends. Each investor was given
adequate access to sufficient information about us to make an informed
investment decision. We issued 508,980 warrants to our agents in connection with
this transaction, each Agent's Warrant exercisable for one common stock at an
exercise price of Cdn$1.40 for a period of 36 months.
On August 7, 2007 we issued 150,000
options to purchase our common stock to certain consultants in exchange for
services rendered pursuant to Section 4(2).
On June 6, 2007, we issued 60,000
shares of our common stock to outside members of our board of directors in
consideration for services rendered as a member of the board. These shares were
issued pursuant to Section 4(2). We
did not engage in any general solicitation or advertising. The stock
certificates issued had the appropriate legends affixed to the restricted stock.
On May 3, 2007, we issued 50,000
shares of our common stock in exchange for the exercise of stock options
previously issued to a consultant. We received gross proceeds of $37,500 upon
the exercise of these warrants. These securities were issued pursuant to Section
4(2). We did not engage in any general
solicitation or advertising. We issued the stock certificates and affixed the
appropriate legends to the restricted stock.
On March 22, 2007, we issued a total
of 650,000 shares of restricted common stock to two consultants for services
rendered. These shares were issued pursuant to Section 4(2). We did not engage in any general solicitation of advertising. We issued the
stock certificate and affixed the appropriate legends to the restricted stock.
On March 21, 2007, we completed a
private equity offering of 9,020,000 shares of our common stock, par value
$0.00001, at $1.00 per share. The gross proceeds we received from this offering
were $ 9,020,000. In connection with this private equity offering, we paid a
commission of $541,200 and issued warrants to purchase 541,200 shares of our
common stock with each warrant exercisable for a period of thirty-six (36)
months from the closing of the offering at an exercise price of $1.00 per share. We completed this offering pursuant
to Regulation S. Each investor represented to us that he
was a non-US person as defined in Regulation S. We did not engage in a
distribution of this offering in the United States. Each investor represented
his intention to acquire the securities for investment only and not with a view
toward distribution. We requested our stock transfer agent to affix appropriate
legends to the stock certificate issued to each investor in accordance with
Regulation S and the transfer agent affixed the appropriate legends. Each
investor was given adequate access to sufficient information about us to make an
informed investment decision.
On March 16, 2007, we granted to two
members of our board of directors options to purchase a total of 200,000 shares
of our common stock at the exercise price of $1.15 per share with the options
vesting completely over two years and exercisable for a period of ten years from
the date of issuance. These options were issued pursuant to Section 4(2). We did not engage in any general
solicitation or advertising.
On March 14, 2007, we granted newly
appointed directors options to purchase a total of 1,200,000 shares of our
common stock at the exercise price of $1.18 per share with the options vesting
completely over two years and exercisable for a period of ten years from the
date of issuance. These options were issued pursuant to Section 4(2). We did not engage in any general
solicitation or advertising.
On March 6, 2007, we granted to four
consultants options to purchase a total of 240,000 shares of our common stock at
the exercise price of $1.11 per share with the options vesting completely over
two years and exercisable for a period of ten years from the date of issuance.
These options were issued pursuant to Section 4(2). We did not engage in any general solicitation or advertising.
On December 14, 2006, we issued
4,000,000 shares of our common stock to Investcol Limited as the consideration
for the exercise of our option to acquire an additional fifteen percent (15%) of
the issued and outstanding stock of RNC, resulting in us owning 90% of RNC.
These shares were issued pursuant to Section 4(2). We did
not engage in any general solicitation or advertising. The stock certificate was
issued with the appropriate legends affixed to the restricted stock.
On November 27, 2006, we granted to
two consultants, in connection with services to be rendered, options to purchase
450,000 shares of our common stock at the exercise price of $1.15 per share with
the options vesting completely over two years and exercisable for a period of
ten years from the date of issuance. These shares and options were issued
pursuant to Section 4(2). We did not
engage in any general solicitation or advertising.
We received proceeds of $1,735,500 in
connection with the exercise of warrants previously issued in a private equity
offering that was completed on October 14, 2005. On October 25, 2006, we issued
a total of 3,471,000 shares of common stock in connection with the exercise of
these warrants. These shares were issued pursuant to Section 4(2). We did not engage in any general solicitation or advertising.
The stock certificate was issued with the appropriate legends affixed to the
restricted stock.
On September 25, 2006, we issued
1,150,000 shares of our common stock to Charles Major as part of the
consideration paid to acquire certain properties located in the Caramanta
Municipality in western Colombia. These shares were issued pursuant to Section
4(2). We did not engage in any general solicitation or
advertising. The stock certificate was issued with the appropriate legends
affixed to the restricted stock.
On September 22, 2006, we granted to
a consultant, in connection with services to be rendered, options to purchase
100,000 shares of our common stock at the exercise price of $1.20 per share with
the options vesting completely over two years and exercisable for a period of
ten years from the date of issuance. These shares and options were issued
pursuant to Section 4(2). We did not
engage in any general solicitation or advertising.
On August 22, 2006, we issued
4,200,000 shares of our common stock to Investcol Limited as part of the
consideration upon exercise of our option to acquire and additional twenty-five
percent (25%) of the issued and outstanding stock of RNC (Colombia) Limited, a
Belize corporation ("RNC") and subsidiary of Investcol Limited. These shares
were issued pursuant to Section 4(2). We did not engage in
any general solicitation or advertising. The stock certificate was issued with
the appropriate legends affixed to the restricted stock.
On July 31, 2006, we granted to a
member of the board of directors options to purchase 200,000 shares of our
common stock at the exercise price of $1.35 per share with the options vesting
completely over two years and exercisable for a period of ten years from the
date of issuance. Also on this date, we granted to two consultants each options
to purchase 200,000 shares of our common stock at the exercise price of $1.35
per share in connection with services to be rendered These options also vest
completely over two years and are exercisable for a period of ten years from the
date of issuance. These options were issued pursuant to Section 4(2). We did not engage in any general
solicitation or advertising.
On April 28, 2006, we issued
2,000,000 shares of our common stock to Investcol Limited as part of the
consideration upon exercise of our option to acquire an additional twenty-five
percent (25%) of the issued and outstanding stock of RNC and wholly owed
subsidiary of Investcol Limited. These shares were issued pursuant to Section
4(2). We did not engage in any general solicitation or
advertising. The stock certificate was issued with the appropriate legends
affixed to the restricted stock.
On April 26, 2006, we completed a
private equity offering of 6,500,666 units at $1.50 per unit to a total of 26
investors. Each unit consists of one (1) share of common stock, par value
$0.00001, and one (1) Warrant (the " Warrant") to purchase one (1) share of
common stock, exercisable for twenty-four (24) months from the closing of the
offering. As a result, we issued a total of 6,500,666 shares of common stock and
warrants to purchase 6,500,666 shares of our common stock in connection with
this private equity offering. The exercise price for the Warrant is priced at
$2.50. The gross proceeds we received from sale of units in this exempt offering
were $9,751,000. In connection with this private
equity offering, we paid as a commission $585,060 and issued warrants to
purchase 390,040 shares of our common stock with each warrant exercisable for a
period of thirty-six (36) months from the closing of the offering at the
exercise price of $2.00 per share. We completed this offering pursuant
to Regulation S. Each investor represented to us that he
was a non-US person as defined in Regulation S. We did not engage in a
distribution of this offering in the United States. Each investor represented
his intention to acquire the securities for investment only and not with a view
toward distribution. We requested our stock transfer agent to affix appropriate
legends to the stock certificate issued to each investor in accordance with
Regulation S and the transfer agent affixed the appropriate legends. Each
investor was given adequate access to sufficient information about us to make an
informed investment decision.
On April 10, 2006, we issued
1,000,000 shares of our common stock to Investcol Limited as part of the
consideration paid for transferring us certain mining contracts and options to
acquire the exclusive rights to engage in mining activities. These shares were
issued pursuant to Section 4(2). We did not engage in any
general solicitation or advertising. The stock certificate was issued with the
appropriate legends affixed to the restricted stock.
On March 24, 2006, we granted to a
consultant, in connection with services to be rendered, options to purchase
100,000 shares of our common stock at the exercise price of $1.90 per share with
the options vesting completely over two years and exercisable for a period of
ten years from the date of issuance. These shares and options were issued
pursuant to Section 4(2). We did not
engage in any general solicitation or advertising.
On March 17, 2006, we granted to a
member of the board of directors options to purchase 500,000 shares of our
common stock at the exercise price of $1.65 per share with the options vesting
completely over two years and exercisable for a period of ten years from the
date of issuance. These options were issued pursuant to Section 4(2). We did not engage in any general
solicitation or advertising.
On February 14, 2006, we issued
1,000,000 shares of our common stock to Investcol Limited a part of the
consideration for our acquisition of twenty-five percent (25%) of the issued and
outstanding stock of RNC (Colombia) Limited, a Belize corporation ("RNC") and
wholly owed subsidiary of Investcol Limited. These shares were issued pursuant
to Section 4(2). We did not engage in any general
solicitation or advertising. The stock certificate was issued with the
appropriate legends affixed to the restricted stock.
On January 10, 2006, we completed a
private equity offering of 3,126,083 shares of common stock at $0.60 per share
to a total of twenty (20) investors. The total amount we received from this
offering was $1,875,650. We completed the offering pursuant to
Regulation S. Each purchaser represented to us that he was
a non-US person as defined in Regulation S. We did not engage in a distribution
of this offering in the United States. Each purchaser represented his intention
to acquire the securities for investment only and not with a view toward
distribution. We requested our stock transfer agent to affix appropriate legends
to the stock certificate issued to each purchaser in accordance with Regulation
S and the transfer agent affixed the appropriate legends. Each investor was
given adequate access to sufficient information about us to make an informed
investment decision. None of the securities were sold through an underwriter and
accordingly, there were no underwriting discounts or commissions involved. No
registration rights were granted to any of the purchasers.
On January 6, 2006, we granted to our
officers and directors options to purchase a total of 1,750,000 shares of our
common stock at the exercise price of $0.75 per share with the options vesting
completely over two years and exercisable for a period of ten years from the
date of issuance. These options were issued pursuant to Section 4(2). We did not engage in any general
solicitation or advertising.
On October 14, 2005, we completed an
offering of 4,221,000 Units at $0.25 per Unit to a total of twenty-three (23)
investors. Each Unit consisted of one (1) share of common stock, par value
$0.00001, and one (1) Warrant (the "Warrant") to purchase one (1) share of
common stock, exercisable for twelve (12) months from the closing of the
offering. The exercise price for the Warrant is priced at $0.50. The total
amount we received from the sale of Units in this exempt offering was
$1,055,250. In connection with this private equity offering, we issued 368,100
shares of common stock as a commission. We completed the offering pursuant to
Rule 506 of Regulation D promulgated under the Securities Act of 1933, as
amended. Each purchaser represented his intention to acquire the securities for
investment only and not with a view toward distribution. We requested our stock
transfer agent to affix appropriate legends to the stock certificate issued to
each purchaser and the transfer agent affixed the appropriate legends. Each
investor was given adequate access to sufficient information about us to make an
informed investment decision. None of the securities were sold through an
underwriter and accordingly, there were no underwriting discounts or commissions
involved. No registration rights were granted to any of the purchasers.
On September 22, 2005, we issued
1,000,000 shares of our common stock to Investcol Limited as part of the
consideration paid for assigning us certain mining and mineral rights. These
shares were issued pursuant to Section 4(2). We did not
engage in any general solicitation or advertising. The stock certificate was
issued with the appropriate legends affixed to the restricted stock.
Item 16. Exhibits.
The exhibits to this registration
statement are listed in the exhibit index, which appears elsewhere herein and is
incorporated herein by reference.
The financial statement schedules are
included in our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2007, incorporated by reference into the prospectus contained in this
registration statement. See "Item 7. Financial Statements" included in our
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007.
Item 17. Undertakings.
a.
The undersigned
registrant hereby undertakes:
(1)
To file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
(i)
To include any
prospectus required by section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");
(ii)
To reflect in
the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii)
To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
provided, however
, that
paragraphs (i), (ii) and (iii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) under the Securities Act that is part
of the registration statement.
(2)
That, for the
purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(4)
That, for the
purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(A)
Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of
the registration statement as of the date the filed prospectus was deemed part
of and included in the registration statement; and
(B)
Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however
, that no statement
made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date.
b.
The undersigned
registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
c.
Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-1 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Toronto, province of
Ontario.
COLOMBIA GOLDFIELDS LTD.
By:
/s/ J. Randall Martin
Name: J. Randall Martin
Title: Chief
      Executive Officer and Vice Chairman of the Board of Directors
Dated: June 23, 2008
POWER OF ATTORNEY
Each person whose signature appears
below constitutes and appoints, jointly and severally, J. Randall Martin, Thomas
W. Lough and James Kopperson, his true and lawful attorneys-in-fact and agents,
each of whom may act alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-1, and to sign any related registration statement that is to
be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, and all post-effective amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ J. Randall Martin
Chief
    Executive Officer and
June 23, 2008
J. Randall Martin
Vice
    Chairman of the Board of Directors
(Principal Executive Officer)
/s/ Thomas W. Lough
President
June 23, 2008
Thomas W. Lough
/s/ James Kopperson
Chief
    Financial Officer
June 23, 2008
James Kopperson
(Principal Financial and Accounting Officer)
/s/ Thomas Ernest McGrail
Director
June 23, 2008
Thomas Ernest McGrail
/s/ James Verraster
Director
June 23, 2008
James Verraster
/s/ Jonathan Berg
Director
June 23, 2008
Jonathan Berg
/s/ Terry Lyons
Director
June 23, 2008
Terry Lyons
/s/ Edward Flood
Director
June 23, 2008
Edward Flood
/s/ David Bikerman
Director
June 23, 2008
David Bikerman
EXHIBIT INDEX
Exhibit
    No.
Description
3.1
Amended
    and Restated Certificate of Incorporation of Colombia Goldfields Ltd.
    (incorporated by reference to Exhibit 3.1 to our Registration Statement on
    Form SB-2 filed on July 28, 2006).
3.2
Bylaws of
    Colombia Goldfields Ltd. (incorporated by reference to Exhibit 3.2 to our
    Registration Statement on Form SB-2/A filed on October 27, 2006).
3.3
Amendment
    to Bylaws (incorporated by reference to Exhibit 3.1 to our Quarterly Report
    on Form 10-QSB for the quarterly period ended September 30, 2007, filed on
    November 13, 2007).
4.1
Form of
    certificate representing Colombia Goldfields Ltd. common stock (incorporated
    by reference to Exhibit 4.1 to our Registration Statement on Form S-3 filed
    on January 8, 2008).
4.2*
Special
    Warrant Indenture, dated June 18, 2008, between the Registrant and Equity
    Transfer & Trust Company.
4.3*
Form of
    Warrant.
4.4*
Form of
    Special Broker Warrant.
4.5*
Form of
    Broker Warrant.
4.6*
Schedule
    "F" (Registration Rights Agreement) to Subscription Agreement dated June 18,
    2008 between Colombia Goldfields Ltd. and each of the selling
    securityholders.
5.1*
Opinion
    of Shearman & Sterling LLP.
10.1
Consulting Agreement with Stewart Redwood (incorporated by reference to
    Exhibit 10.1 to our Annual Report on Form 10-KSB filed on March 30, 2007)
10.2
Assignment Agreement with Investcol Limited (incorporated by reference to
    Exhibit 10.1 to our Current Report on Form 8-K filed on September 28, 2005)
10.3
Agreement
    with Investcol Limited (incorporated by reference to Exhibit 10.2 to our
    Current Report on Form 8-K filed on September 28, 2005)
10.4
Employment Contract with J. Randall Martin (incorporated by reference to
    Exhibit 10.1 to our Current Report on Form 8-K filed on October 5, 2007)
10.5
Employment Contract with James Kopperson (incorporated by reference to
    Exhibit 10.2 to our Current Report on Form 8-K filed on October 5, 2007)
10.6
Master
    Agreement for Acquisition of properties in Caramanta (incorporated by
    reference to Exhibit 10.1 to our Current Report on Form 8-K filed on
    September 28, 2006)
10.7
First
    Amendment to Stock Purchase Agreement (incorporated by reference to Exhibit
    10.1 to our Current Report on Form 8-K filed on August 25, 2006)
10.8
Second
    Amendment to Stock Purchase Agreement (incorporated by reference to Exhibit
    10.1 to our Current Report on Form 8-K filed on December 15, 2006)
10.9
Third
    Amendment to RNC Stock Purchase Agreement (incorporated by reference to
    Exhibit 10.1 to our Current Report on Form 8-K filed on August 24, 2007)
10.10
Agreement
    dated April 29, 2008 between Compania Minera de Caldas S.A. and Mineros S.A.
    (incorporated herein by reference to Exhibit 99.1 to our Current Report on
    Form 8-K filed on May 5, 2008).
10.11
Agreement
    dated May 13, 2008 between Compania Minera de Caldas S.A. and Mineros S.A.
    (incorporated herein by reference to Exhibit 99.1 to our Current Report on
    Form 8-K filed on May 16, 2008).
21.1
List of
    the Company's Subsidiaries (incorporated herein by reference to Exhibit 21.1
    to our Annual Report on Form 10-KSB for the fiscal year ended December 31,
    2007 filed on March 20, 2008).
23.1*
Consent
    of PricewaterhouseCoopers LLP.
23.2*
Consent
    of Shearman & Sterling LLP (included in Exhibit 5.1 above).
23.3*
Consent
    of Micon International Limited.
24.1*
Power of
    Attorney (included on the signature page of this registration statement).
______
* Filed herewith.