8-K 1 golf8k110308.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) October 31, 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 1.02.

Termination of a Material Definitive Agreement

On September 22, 2008 the Company announced that it had received an extension on closing its previously announced acquisition of Mineros Nationales S.A. until October 31, 2008. On October 31, 2008 Mineros S.A. notified the Company that it was unwilling to extend the closing of the transaction beyond October 31, 2008 and was terminating the transaction. Mineros has exercised its right to the nonrefundable advance of $7 million and $2.5 million deposit guarantee previously provided by the Company in connection with the transaction.

Item 7.01.

Regulation FD Disclosure.

On November 3, 2008, Colombia Goldfields Ltd. (the "Company") issued the press release attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K under this Item 7.01, including the information set forth in Exhibit 99.1, 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             Press Release of the Company issued on November 3, 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: November 3, 2008 Colombia Goldfields Ltd.
 

 

 
  By: /s/ J. Randall Martin  
  Name:

J. Randall Martin

  Title:

Vice Chairman & Chief Executive Officer