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) September 22, 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.

The Company is continuing to focus its efforts on completing the previously announced $35 million acquisition of Mineros Nationalies S.A., as regulatory approval from Colombia’s Superintendent of Industry and Commerce has now been received. The Company has previously provided a nonrefundable advance in the amount of $7 million in respect of this acquisition, leaving $28 million remaining outstanding against the purchase price.

The Company has also received a further extension of the closing of the Mineros transaction to October 31, 2008. In connection with this extension, Mineros has offered to consider a vendor take back note of up to $10 million, potentially reducing the amount of funding remaining to be secured from external sources to approximately $18 million. The Company also continues to maintain a $2.5 million deposit guarantee which is payable to Mineros in the event the transaction does not close for any reason.

The Agreement, dated as of September 22, 2008, between Compania Minera de Caldas S.A. (a subsidiary of the Company) and Mineros is attached hereto as Exhibit 99.1.

Item 7.01.     Regulation FD Disclosure.

On September 23, 2008 the Company announced that it had completed 45,000 meters of its drilling program on the Zona Alta (Upper Zone) of Marmato Mountain. Results from this drilling, combined with analysis from 14,000 meters of existing drill core from the Zona Baja (Lower Zone) are currently being used to update the Company’s resource for the entire mountain. In connection with this, the Company has temporarily suspended additional drilling in order to reduce the Company’s ongoing operating expenses.

The Company continues to seek external funding in order to complete the acquisition of Mineros and the Company is also evaluating a number of strategic options to meet its long-term project development goals. In the interim, the Company continues to receive ongoing financial support from related parties to meet its ongoing operating requirements.

On September 23, 2008, the Company issued the press release attached hereto as Exhibit 99.2.

The information in this Current Report on Form 8-K under this Item 7.01, including the information set forth in Exhibit 99.2, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01.     Financial Statements and Exhibits.

(d)	Exhibits.
	99.1	Agreement, dated as of September 22, 2008, between Caldas and Mineros
	99.2	Press Release of the Company issued on September 23, 2008.

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: September 23, 2008	Colombia Goldfields Ltd.
	By:	/s/ Thomas Lough
	Name:	Thomas Lough
	Title:	President

EX-99.1

[LOGO] MINEROS S.A.
1-33183 Medellin,
September 18, 2008

Mr. TOMAS W. LOUGH
(Delegate) Legal Representative
Compania Minera de Caldas S.A.
Medellin, Colombia

Esteemed Thomas:

In reply to your letter of last September 16, we inform you that we are prepared to move the closing date to next October 31, 2008 solely if the following conditions are accepted:

1. That the bank guarantee is extended until November 15, 2008. The certificate of extension must be delivered to us no later than 3 business days before the actual expiration of the guarantee.
2. That the money that we receive as earnest money is regarded as a penalty and withdrawal exclusively in favor of the sellers, meaning that in the event of non-fulfillment the sellers may withdraw from the agreement and retain the earnest money as compensation for injury.
3. That until the closing date is reached, the sellers’ compliance with paragraph one of number 3.11 of the purchase/sale of shares agreement concerning their obligations for management of Mineros Nacionales S.A. is suspended, without affecting the general obligations of maintenance and conservation that legally apply for the sellers in this case.

If these conditions are accepted, we are prepared to maintain our last offer to receive, in compliance with the closing of the transaction, an amount that is not less than 18 million dollars and that the balance of the price be paid with the time-period, guarantee and interest terms that we offered in our letter dated last September 3^rd.

If we do not receive a written reply accepting the wording of this proposal within the next 3 business days, we will understand that it has not been accepted and, therefore, we will go forward with the contractual and legal actions at our disposal with regard to the earnest money, the bank guarantee and everything else pertaining to them.

I am sending you this proposal on behalf of myself and the other sellers.

Sincerely,
[signature]
Beatriz E. Uribe R.
General Manager

Cra. 43A No. 14-109 Ed. Nova Tempo Piso 6 – A.A. 51763
Telephone: (574) 266 57 57 –Fax: (574) 268 28 58
E-mail: gerencia@mineros.com.co – Medellin - Colombia

CIA. MINERA [LOGO] DE CALDAS S.A.
PROFOUNDLY RESPONSIBLE

Medellin, September 22, 2008

Dr.
BEATRIZ URIBE R.
General Manager
Mineros S.A.
Medellin

Esteemed Beatriz:

I have received your letter number 33183 dated last September 18 and I appreciate your and the other sellers’ understanding in agreeing to extend the closing date of the transaction concerning Mineros Nacionales S.A. shares to October 31, 2008.

Since it is our Company’s desire to complete the transaction, we accept the wording of the letter referred to above and the conditions contained therein.

Lastly, I wish to reiterate that the difficulties in reaching the closing date have been outside the will of the buyer and totally attributable to the deterioration of the financial market situation during the days that have passed while awaiting the decision of the Office of the Superintendent of Industry and Commerce.

Cordially,
[signature]
THOMAS W. LOUGH
Delegate Legal Representative
Compania Minera de Caldas S.A.

MEDELLIN / ANTIOQUIA: CARRERA 34 No. 5G 86/ P: (574) 268 7515/ F: (574) 268 7480
MANIZALES / CALDAS: CARRERA 24 No. 22 * 02 ED. PLAZA CENTRO OP: 501 /P: (576) 873 0931
MARMATO / CALDAS: HACIENDA PLANCHAO / P. (576) 859 8108 / (576) 859 8081
W W W . M I N E R A D E C A L D A S . C O M

EX-99.2

- 8 King Street East, Suite 208 – Toronto, Ontario, Canada – M5C 1B5 -
- - Tel: 416-361-9640  -  Fax: 416-361-0883

COLOMBIA GOLDFIELDS TO FOCUS ON MARMATO PROJECT ANALYSIS

TORONTO, Ontario, (Sept. 23, 2008): Colombia Goldfields Ltd. (or the “Company”) (TSX: GOL / OTCBB: CGDF) announced today that it has completed 45,000 meters of its drilling program on the Zona Alta (Upper Zone) of Marmato Mountain. Results from this drilling, combined with data from 14,000 meters of existing drill core from the Zona Baja (Lower Zone), will be used to establish a NI 43-101 compliant resource for the entire mountain by the end of calendar 2008.

“Management believes it is prudent to analyze the drill data prior to completing the final portion of the program,” said J. Randy Martin, Vice Chairman and CEO, Colombia Goldfields Ltd. “We believe we will be able to demonstrate, with the work already completed, that the Marmato Mountain gold project is a world class asset with significant upside potential from future drilling.”

On May 13, 2008 Colombia Goldfields announced an initial NI 43-101 compliant inferred resource estimate of 2.6 million ounces of gold for the Zona Alta based on the first 12,186 meters (68 holes) the drilling program, 1,165 meters of cross-cut samples (115 cross-cuts) and 504 meters of individual underground samples.

Given the condition of current capital markets, Colombia Goldfields is evaluating its financial strategy. Current cash requirements are being met by related parties. Management is assessing a number of strategic options to meets its long-term project development goals.

Colombia Goldfields also announced that it has received approval from Colombia’s Superintendent of Industry and Commerce to proceed with the Company’s acquisition of Mineros Nacioanles S.A. (Mineros). Mineros is the owner of the Zona Baja. With this approval Colombia Goldfields and Mineros are able to continue working together to complete the transaction now scheduled to be on or before October 31, 2008.

On January 29, 2008, Colombia Goldfields Ltd. entered into a purchase and sale agreement to acquire 100% of the issued and outstanding shares of Mineros. The Zona Baja currently has a working underground operation with a mill that, based on information provided to the Company, produces approximately 25,000 ounces of gold per year. The Company previously provided a deposit guarantee in the amount of US $2.5 million and an advance of US $7.0 million against the purchase price of US $35 million. Colombia Goldfields is currently seeking to complete its previously announced private placement financing to complete this transaction.

About Colombia Goldfields

Colombia Goldfields Ltd., through our subsidiaries Compania Minera de Caldas S.A. and Gavilan Minerals S.A., is developing what we believe is a multi-million ounce gold resource in Colombia's historic Marmato Mountain gold district.

Colombia Goldfields is traded in the US under the symbol CGDF, on the Toronto Stock Exchange under the symbol GOL, and in Germany under the symbol C2B. Further information about the Company's is available at www.colombiagoldfields.com, EDGAR at www.sec.gov and SEDAR at www.sedar.com under the Company's profile.

For more information please contact:

Randy Martin, Vice Chairman and CEO
Colombia Goldfields Ltd.,
8 King Street East, Suite 208,
Toronto, Ontario, M5C 1B5.
T: 416-361-9640
F: 416-361-0883
info@colombiagoldfields.com
www.colombiagoldfields.com

Investor Relations:

Martti Kangas
V.P. Corporate Development
Colombia Goldfields, Ltd.
Tel: + 1 416-361-9640
martti@colombiagoldfields.com

Disclaimer

This release contains forward-looking statements that are based on the beliefs of the Company’s management and reflect the Company’s current expectations as contemplated under section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. When used in this release, the words "estimate, "project," "believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should," "will," "can," the negative of these words, or such other variations thereon, or comparable terminology, are all intended to identify forward-looking statements. Such statements reflect the current views of Colombia Goldfields with respect to future events based on currently available information and are subject to numerous assumptions, risks and un certainties, including, but not limited to, risks and uncertainties pertaining to development of mining properties, changes in economic conditions and other risks, uncertainties and factors, which may cause the actual results, performance, or achievement expressed or implied by such forward-looking statements to differ materially from the forward looking statements.