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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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0001204459-08-001631.txt : 20080808
0001204459-08-001631.hdr.sgml : 20080808
20080808172510
ACCESSION NUMBER: 0001204459-08-001631
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20080808
ITEM INFORMATION: Entry into a Material Definitive Agreement
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20080808
DATE AS OF CHANGE: 20080808
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: COLOMBIA GOLDFIELDS LTD
CENTRAL INDEX KEY: 0001223663
STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040]
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51013
FILM NUMBER: 081003695
BUSINESS ADDRESS:
STREET 1: 816 FEACE PORTAL DR.
STREET 2: PNB 55
CITY: BLAINE
STATE: WA
ZIP: 98230
BUSINESS PHONE: 416-203-3856
MAIL ADDRESS:
STREET 1: 208-8 KING ST EAST
CITY: TORONTO
STATE: A6
ZIP: M5C 1B5
FORMER COMPANY:
FORMER CONFORMED NAME: COLUMBIA GOLDFIELDS LTD
DATE OF NAME CHANGE: 20050516
FORMER COMPANY:
FORMER CONFORMED NAME: SECURE AUTOMATED FILING ENTERPRISES
DATE OF NAME CHANGE: 20030319
8-K
1
golf8k080808.htm
FORM 8-K
Colombia Goldfields Ltd.: Form 8-K - Prepared by TNT Filings Inc.
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)
August 7, 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 |
(Registrants 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.
As disclosed in our Current Report on Form 8-K filed with the
Commission on February 13, 2008, Colombia Goldfields Ltd. (the "Company")
borrowed US$2.5 million (the "Loan") from Global Resource Fund (the "Lender")
pursuant to a promissory note (the "Promissory Note") issued to the Lender on
February 8, 2008. The Promissory Note provides for a US$2.5 million secured loan
maturing on July 31, 2008.
On August 7, 2008, the Company and the Lender entered into an
agreement (the "Agreement") pursuant to which the maturity date of the
Promissory Note was extended to September 30, 2008. In connection with this
extension, the Company agreed to pay the Lender an extension fee of US$50,000
and 125,000 shares of the Companys common stock. The cash extension fee shall
be payable on the maturity date of the Promissory Note or on such other date
that the Promissory Note becomes due, whether by acceleration or prepayment or
otherwise. The 125,000 shares of the Companys common stock shall be issued as
soon as practical after the date of the Agreement.
Auramet Trading, LLC is a US$750,000 participant in the Loan
and one of our directors, James Verraster, serves as Chief Executive Officer of
Auramet Trading, LLC.
Item 9.01. Financial Statements and Exhibits.
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: August 8, 2008 |
Colombia Goldfields Ltd. |
|
|
|
|
By: |
/s/ James Kopperson |
|
|
Name: |
James Kopperson |
|
Title: |
Chief Financial Officer |
|
|
|
|
|
|
EX-10.1
2
exh101.htm
EXHIBIT 10.1
Colombia Goldfields Ltd.: Exhibit 10.1 - Prepared by TNT Filings Inc.
Exhibit 10.1
GLOBAL RESOURCE FUND
Mr. Tom Lough
President
Colombia Goldfields, Ltd.
8 King Street East
Suite 208
Toronto, Ontario
M5C 1B5
Via Fax 416-361-0883
July 31, 2008
Dear Mr. Lough:
Reference is made to that certain Promissory Note (Bridge Loan
Facility) dated February 8, 2008 (the "Note") evidencing a Bridge Loan of
US$2,500,000 made by Global Resource Fund ("Lender") to Colombia Goldfields,
Ltd. (the "Borrower"). All capitalized terms used herein not otherwise defined
shall have the meanings ascribed thereto in the Note.
The Borrower has requested that the Maturity Date of the Note
be extended from July 31, 2008 to September 30, 2008 (the "Extension") and the
Lender is amenable to such Extension on the terms and conditions hereof.
Therefore, Borrower and Lender hereby agree:
-
Borrower shall pay
an extension fee of US$50,000 (the "Cash Fee") and 125,000 Borrower Common
Shares (the "Shares"); the Cash Fee shall be payable on the Maturity Date or on
such other date that the Note becomes due, whether by acceleration or
prepayment or otherwise. The Shares shall be issued as soon as practical
hereafter and shall be fully paid, non-assessable and freely tradeable;
provided, however that if the Borrower is not permitted to issue freely
tradeable Shares at this time, said Shares shall have piggy-back rights with
the registration statement in place for the Borrower's currently pending
equity raise.
-
The Maturity Date is
hereby extended to September 30, 2008
-
All other terms and provisions of the Note and the
Transaction Documents shall remain unchanged hereby and shall remain in full
force and effect.
Borrower represents and warrants that:
-
It has full power
and authority, including Board approval, to enter into this letter agreement
and to perform the terms hereof;
-
There has been no
Event of Default and no event or condition has occurred which with notice or
the passage of time could become and Event of Default;
-
Each of the
representations and warranties made by it in the Transaction Documents remains
true and accurate as at the date hereof.
Please acknowledge your consent and agreement hereto by
executing where indicated below and returning the same to the undersigned.
Yours sincerely,
On behalf of GLOBAL RESOURCE FUND
![](global1.gif)
Agreed
COLOMBIA GOLDFIELDS LTD.
![](global2.gif)
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