-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B2kn1mlKBY/Ev0/5S47cJ3aaeCRKQXDKzdJXBw8D6zT9i46H2jUcNvCOgDVR/hvN YujT5FKL0Lmvuj1sYg/gnQ== 0001255294-07-000469.txt : 20070612 0001255294-07-000469.hdr.sgml : 20070612 20070612142557 ACCESSION NUMBER: 0001255294-07-000469 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070612 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20070612 DATE AS OF CHANGE: 20070612 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: 07914627 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 mainbody.htm MAINBODY mainbody
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 12, 2007
 
Colombia Goldfields Ltd.
(Exact name of registrant as specified in its charter)
 
Delaware
000-51013
76-0730088
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

#208-8 King Street East, Toronto, Ontario Canada
M5C 1B5
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: 416-203-3856

 
___________________________________________________
(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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 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 2 - Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
On June 12, 2007, we entered into promissory notes (the “Notes”) with our Chief Executive Officer, J.R. Martin, T.W. Lough, and RNC (Management) Limited (the “Lenders”) for the purpose of providing us with short-term financing to sustain our operations and to continue our acquisition of property interests in the Zona Alta portion of the Marmato project in Colombia. These Notes are for a total of $3,500,000 and are payable upon the completion of our next private equity offering or August 15, 2007, whichever is first. Mr. Martin provided $2,000,000 of the total financing, Mr. Lough provided $1,000,000 of the total financing, and RNC (Management) Limited provided the remaining $500,000. Mr. Lough is the President and a director of Investcol Limited. We purchased our 90% interest and have an option to acquire to remaining 10% interest in RNC (Colombia) Limited (“RNC”) from Investcol Limited. The outstanding principal amount of these Notes bears interest at a rate of ten percent (10%) per annum. In consideration of these Notes, we agreed to pay each Lender a fee equal to one and one-half percent (1.5%) of the initial loan amount provided by the Lenders. Each of the Notes is secured by our equity ownership in RNC, our 90% majority-owned subsidiary. We have the option at any time to prepay all or part of the principal balance without any associated bonus or penalty being paid to 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.

 
Colombia Goldfields Ltd.

 
/s/ James Kopperson
James Kopperson
Chief Financial Officer

Date: June 12, 2007
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