8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 13, 2008
 

Colombia Goldfields Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
	000-51013		76-0730088
(Commission File Number)		(IRS Employer Identification No.)
	208-8 King Street East, Toronto, Ontario Canada		M5C 1B5
(Address of Principal Executive Offices)		(Zip Code)
(416) 361-9640
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.     Entry into a Material Definitive Agreement.

On May 13, 2008, Compania Minera de Caldas S.A. (“Caldas”), a 95% owned Colombian subsidiary of Colombia Goldfields Ltd., entered into an agreement (the “Agreement”) with Mineros S.A. (“Mineros”), a corporation organized under the laws of the Republic of Colombia and acting on its own behalf and on behalf of Eduardo Pacheco Cortes, Rodrigo Vasquez Mejia, Alberto Velasquez Echeverry, Alberto Mejia Hernandez, Carlos Urrutia Valenzuela, Juan Manuel Urrutia Valenzuela, Santiago Vesquez Haupt and Alvaro Escobar Restrepo, to extend the payment date for the previously announced 20% (US$7 million) deposit of the purchase price in connection with the acquisition of Mineros Nacionales S.A. from May 15, 2008 to June 9, 2008.

Item 9.01.     Financial Statements and Exhibits.

(d)	Exhibits.
	99.1	Agreement, dated as of May 13, 2008, between Caldas and Mineros

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 16, 2008	Colombia Goldfields Ltd.
	By:	/s/ J. Randall Martin
	Name:	J. Randall Martin
	Title:	Chief Executive Officer and Vice Chairman

EX-99.1

       CIA. MINERA                                             DE CALDAS S.A.

DEEPLY RESPONSIBLE

Medellin, May 13, 2008
BEATRIZ E. URIBE RESTREPO	[upside-down stamp:]
General Manager	48756
MINEROS S.A.	[illegible]
Medellin, Colombia	May 13, 2008
	MINEROS S.A.
	No.: [illegible]
	File: [illegible]

Re: Change of date for paying the good faith deposit

Dear Ms. Uribe:

In accordance with yesterday’s conversation between you and Tom Lough about the request to postpone the payment of twenty percent (20%) of the price of the shares for sale, we propose that Article 2.2 be amended as follows:

“The Transaction Price is the Price of the Shares for Sale.

The Transaction Price will be paid as follows: On June 9, 2008, the Buyer will make a good faith deposit into the bank account of Mineros, S.A., specified in the Agreement in the amount of 20% of the Price of the Shares for Sale, in Colombian pesos, calculated as described below.  The remaining eighty percent (80%) must be deposited, no later than two (2) days prior to the Closing Date, at Fiduciaria Colpatria, S.A., or the fiduciary mutually agreed on by the parties.  The fiduciary will be instructed to deliver the money, in the appropriate percentages, according to the instructions provided by Mineros, S.A., as soon as the fiduciary receives from the Sellers all of the documents referred to in Sections (i) and (ii) of Article 5.1 “Sellers’ Responsibilities” of the present Agreement, documents which are then to be delivered to Mineros, S.A.  Because the Price of the Shares for Sale that appears in Annex A to the Agreement is stated in U. S. Dollars, the twenty percent (20%) to be paid will be converted to Colombian pesos using the representative market rate on the day the payment is made. The remaining eighty percent (80%) must be delivered to Fiduciaria Colpatria or the fiduciary mutually agreed on by the parties after being converted to Colombian pesos using the representative market rate on the day delivery is made or after being converted using as a conversion factor the representative market rate on the day the initial twenty percent (20%) was paid, as best suits the Sellers.  Compañía Minera de Caldas, S.A. will assume all payment system costs for the final eighty percent (80%).”

      CIA. MINERA                                             DE CALDAS S.A.

DEEPLY RESPONSIBLE

It is understood that the remaining stipulations contained in the initial agreement and the amendments to that agreement contained in the Memorandum dated April 29, 2008, remain in full effect.

If your company and the other Sellers agree with amending the Agreement in the terms proposed here, please indicate your acceptance and express agreement by signing this letter, as established in the Share Sales Agreement.

Kind regards,

[signature]                                           
IAN PARK
Legal Representative
Compañía Minera de Caldas, S.A.

I ACCEPT:

[signature]                                           
BEATRIZ URIBE RESTREPO
Acting General Manager
Mineros S.A.

And acting on behalf of:

	EDUARDO PACHECO CORTES
	RODRIGO VASQUEZ MEJIA
	ALBERTO VELASQUEZ ECHEVERRY
	SANTIAGO VESQUEZ HAUPT
	ALBERTO MEJIA HERNANDEZ
	CARLOS URRUTIA VALENZUELA
	JUAN MANUEL URRUTIA VALENZUELA
	ALVARO ESCOBAR RESTREPO