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) 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
(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)

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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))

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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 Company’s 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 Company’s 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.

(d)	Exhibits.
	10.1	Agreement between the Company and the Lender.

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

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:

1. 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.
    

2. The Maturity Date is hereby extended to September 30, 2008
    

3. 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:

1. It has full power and authority, including Board approval, to enter into this letter agreement and to perform the terms hereof;
    

2. 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;
    

3. 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

Agreed

COLOMBIA GOLDFIELDS LTD.