Item 1.01. Entry into a Material Definitive Agreement.

On June 27, 2008, Compania Minera de Caldas S.A. ("Caldas"), a 95% owned Colombian subsidiary of Colombia Goldfields Ltd. (the "Company"), entered into an agreement (the "Agreement") with Mineros S.A. ("Mineros"), a corporation organized under the laws of the Republic of Colombia and acting on its own behalf and as representative of Eduardo Pacheco Cortes, Maria Elvira Merchan, Maria Patricia Vasquez Merchan, Claudia Vasquez Merchan, Adriana Vasquez Merchan, Monica Vasquez Merchan, Daniel Vasquez Merchan, Martha Lucia Duque de Vasquez, Nicolas Vasquez Duque and Felipe Vasquez Duque (Mineros, together with the individuals listed above, the "Vendors"), to extend the completion date of the previously announced acquisition of Mineros by Caldas. Under the terms of the Agreement, Caldas and the Vendors have agreed to extend the completion date of the transaction until the third business day following approval of the transaction by the Office of the Superintendent of Industry and Commerce in Colombia, without going beyond July 30, 2008.

Caldas has previously provided a U.S. $2.5 million deposit guarantee and advanced an additional U.S. $7 million against the purchase price. Both amounts are non-refundable should the transaction not close for any reason.

The Agreement is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Agreement, dated as of June 27, 2008, between Caldas and Mineros

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