424B3 1 cgl120808_424b3.htm 424(B)3 Colombia Goldfields Ltd: 424(b)3 - Prepared by TNT Filings Inc.

PROSPECTUS SUPPLEMENT NO. 3 Filed pursuant to Rule 424(b)(3)
(To prospectus dated September 30, 2008) Registration No. 333-151926

 

26,543,959 Shares

Colombia Goldfields Ltd.

Common Stock

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This document supplements our prospectus dated September 30, 2008 (such prospectus, as supplemented by prospectus supplement no. 1 and prospectus supplement no. 2 thereto, the "prospectus") relating to the resale of up to 26,543,959 common shares by the selling securityholders named in the prospectus.

You should read this prospectus supplement, including the annex hereto, in conjunction with the prospectus. This prospectus supplement, including the annex hereto, supplements information in the prospectus and, accordingly, to the extent inconsistent, the information in this prospectus supplement, including the annex hereto, supersedes the information contained in the prospectus.

Our shares of common stock trade on the Toronto Stock Exchange (the "TSX") under the symbol "GOL" and are quoted on the OTC Bulletin Board (the "OTCBB") administered by the Financial Industry Regulatory Authority, Inc. ("FINRA") under the symbol "CGDF". On December 5, 2008, the last sale price of our common stock as reported by the TSX and the OTCBB was Cdn$0.02 per share and US$0.018 per share, respectively. Our head office is located at #208-8 King Street East, Toronto, Ontario, Canada M5C 1B5.

Investing in our securities involves risks. See "Risks and Uncertainties" beginning on page 45 of prospectus supplement no. 1 to the prospectus and "Risk Factors" beginning on page 16 of the prospectus.

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Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.

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The date of this prospectus supplement is December 8, 2008.


You should read this prospectus supplement, including the annex hereto, in conjunction with the prospectus. This prospectus supplement, including the annex hereto, supplements information in the prospectus and, accordingly, to the extent inconsistent, the information in this prospectus supplement, including the annex hereto, supersedes the information contained in the prospectus.

RECENT DEVELOPMENTS

On December 4, 2008, the Company filed the Current Report on Form 8-K attached hereto as Annex I with the Securities and Exchange Commission.

 


ANNEX I

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) November 30, 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))


Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Upon completion of the Company’s previously announced restructuring of its Toronto and Medellin offices, on November 30, 2008 the Company accepted the resignation of its Chief Financial Officer, James Kopperson. Mr. Kopperson has agreed to remain with the Company until the end of the year and has further agreed to continue to assist the Company in advancing its strategic alternatives for a transitional period thereafter in fiscal 2009. There were no known disagreements with Mr. Kopperson on any matter relating to our operations, policies or practices.

 


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: December 4, 2008 Colombia Goldfields Ltd.
 

 

 
  By: /s/ James Kopperson  
  Name:

James Kopperson

  Title:

Chief Financial Officer