Item 3.02. Unregistered Sales of Equity Securities.

On June 18, 2008, Colombia Goldfields Ltd. (the "Company") announced that it has closed a private placement of 11,167,000 special warrants (the "Special Warrants") at a price of US$0.85 per Special Warrant, providing the Company with gross proceeds of approximately U.S. $9.5 million. Each Special Warrant will be automatically exercised for no additional consideration to acquire one unit (the "Units"), subject to adjustment in certain events, at 5:00 pm (Toronto time) on the earliest of (a) the third business day after the date that a receipt is issued by the securities regulatory authorities in the jurisdictions of Canada where the Special Warrants are sold for the final prospectus qualifying the distribution of the Units to be issued upon the exercise of the Special Warrants, and (b) the date that is four months and one day following the closing date of the offering. Each Unit will consist of one common share of the Company (the "Common Shares") and one Common Share purchase warrant of the Company (the "Warrants"). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of US$1.50 at any time until 4:00 p.m. (Toronto time) on the date which is 60 months following the closing date of the offering.

In connection with the offering, the Company paid fees and expenses of $751,530.78 and issued 754,690 special broker warrants (the "Special Broker Warrants") to the agents retained for the offering, each Special Broker Warrant exercisable for no additional consideration into broker warrants of the Company (the "Broker Warrants"), and each Broker Warrant entitling the holder thereof, subject to shareholder approval, to purchase one Common Share at an exercise price of U.S.$0.85 per Common Share during the period ending 24 months following the closing date of the offering.

The offering was made pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended ("Section 4(2)"). All offers and sales were made in compliance with the requirements of the exemption from registration provided by Section 4(2).

Item 8.01. Other Events.

On June 18, 2008, the Company issued the press release attached hereto as Exhibit 99.1, pursuant to Rule 135c under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of the Company issued on June 18, 2008.

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