Introduction

This Management's Discussion and Analysis ("MD&A") is intended to supplement and complement our unaudited interim consolidated financial statements and notes thereto for the three and six months ended June 30, 2008 prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), (our "Financial Statements"). You are encouraged to review our Financial Statements in conjunction with your review of this MD&A. Additional information relating to our Company is available at www.sec.gov.com and www.sedar.com. All dollar amounts in our MD&A are expressed in U.S. dollars, unless otherwise specified.

Forward-Looking Statements

This MD&A contains forward-looking statements that are based on the beliefs of our management and reflect our current expectations as contemplated under section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. When used in this MD&A, the words "estimate," "project," "believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should," "will," "can," the negative of these words, or such other variations thereon, or comparable terminology, are all intended to identify forward-looking statements. Such statements reflect the current views of Colombia Goldfields Ltd. with respect to future events based on currently available information and are subject to numerous assumptions, risks and uncertainties, including but not limited to, risks and uncertainties pertaining to development of mining properties, changes in economic conditions and other risks, uncertainties and factors, which may cause the actual results, performance, or achievement expressed or implied by such forward-looking statements to differ materially from the forward looking statements.

See "Risks and Uncertainties" elsewhere in this MD&A. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Our Business

We were incorporated under the laws of the State of Nevada, U.S.A., on March 25, 2003 and changed our name from Secure Automated Enterprises, Inc. to Colombia Goldfields Ltd. ("CGL" or the "Company") on May 13, 2005. On July 31, 2006, our jurisdiction of incorporation was changed to the state of Delaware.

We are an exploration stage company engaged in the acquisition and exploration of mineral resource properties. The Company's head office is located in Toronto, Canada and its exploration and administrative office is located in the city of Medellin, Colombia. Our main activity is the exploration and development of the Marmato Mountain Gold District in Western Colombia. The Marmato Mountain Gold District is located 80 km south of Medellin. We are actively advancing two areas within the Marmato Mountain Gold District. These are Zona Alta of Marmato Mountain and the Caramanta Exploration Properties. The Caramanta Exploration Properties surround the Marmato Mountain and we are actively securing additional exploration concessions between the two in order to continue to consolidate the district. We are also endeavoring to acquire Zona Baja of Marmato Mountain through the planned acquisition of Mineros Nacionales S.A. and the adjacent Echandia property through the planned acquisition of Colombia Gold PLC as described elsewhere in this MD&A.

Second Quarter Fiscal 2008 Overview

In the second quarter of fiscal 2008 we advanced our business plan of consolidating the Marmato Mountain district by:

º Solidifying our property title ownership to 108 of 119 legally registered mineral titles by continuing to negotiate property purchases from existing Colombian titleholders;

º Completing additional underground samples and 13,000 meters of drilling for a total of 32,000 meters drilled;

º Raising $8,558,000 to fund our acquisition and exploration activities; and

º Continuing to proceed with the acquisitions of:

i)

Mineros Nacionales S.A, a corporation organized under the laws of the Republic of Colombia ("Mineros"), which owns Zona Baja of the Marmato Mountain; and

ii)

Colombia Gold PLC, a company organized under the laws of England ("Colombia Gold"), which owns the mountain adjacent to the Marmato Mountain ("The Echandia Property").

Marmato Mountain - Zona Alta

As at June 30, 2008, the Zona Alta of Marmato Mountain in Colombia hosts approximately 275 small mines, and Compañia Minera de Caldas, S.A. ("Caldas"), our Colombian subsidiary, is seeking to purchase each of these. We own 95% of Caldas, with the remaining 5% held directly or indirectly by directors, officers, and senior management of the Company, as Colombian law requires a minimum of five shareholders. Of these mines, 83 have registered titles in the Ministry of Mines in the province of Caldas. We refer to these mines as Category
1. Another 36 mines are located in an area called CHG-081, in which there is one mining contract, and we refer to these mines as Category 2. Once the Category 2 mines have been purchased, Caldas will own the entire CHG-081 contract. Our objective is to secure ownership of these 119 properties. Approximately 90 of the remaining mines have made applications for legalization. We refer to these mines as Category 3. Of the applications made, management believes that less than 20 will be approved. Approximately 66 are illegal mines.

Certain mining properties have been purchased or optioned and are awaiting final payment once the documentation and registration is complete. The total number of legally registered mineral titles acquired by Caldas at June 30, 2008 is 108, compared to 107 at March 31, 2008. 81 of these mines are currently registered in the name of Caldas, are fully paid, and are no longer operating.

On January 29, 2008 we entered into a Share Purchase and Sale Agreement with Mineros. Under the terms of the agreement, we agreed to purchase all of the issued and outstanding shares of Mineros for cash consideration of $35,000,000.
The agreement provided that the transaction would be completed on April 29, 2008, unless extended by mutual agreement. We hold a deposit guarantee in the amount of $2,500,000. On April 29, 2008 the Company and Mineros agreed to extend the completion date to June 30, 2008, unless further extended by mutual agreement. In connection with this extension, we advanced a further $7,000,000 towards the purchase price on June 19, 2008 with the balance due upon closing.
Pursuant to the extension, the final 80% is payable in Colombian pesos, with any costs associated with settling the final payment to be the responsibility of the Company. On June 27, 2008 the Company and Mineros entered into an agreement to extend the closing date until the third business day after the transaction is approved by Colombian regulators without going beyond July 30, 2008. Regulatory approval was not received prior to July 30, 2008 and, although no formal further written extension has been executed, the Company and Mineros have responded to a request for further information from the Colombian Superintendant of Industry and Commerce and are in the process of negotiating a further extension. Both the deposit guarantee and the deposit are non-refundable if the transaction is not completed for any reason. In the event we are successful in acquiring Mineros, we would own both the Upper and Lower Zones of Marmato Mountain. There is no assurance that the proposed transaction will be completed.

The Echandia Property

On November 20, 2007, we entered into a letter of intent with Colombia Gold, a corporation incorporated under the laws of England. Colombia Gold's main assets are the mining rights to the Echandia Property, located adjacent to Marmato Mountain. We believe that the Echandia Property contains an extension of the gold mineralization from Marmato Mountain. Completion of the transaction is subject to negotiation and execution of a definitive agreement, satisfactory completion of technical, financial, legal, and other commercial due diligence and customary conditions, including all shareholder, court and regulatory approvals. We expect the transaction will be a share exchange with the Company exchanging its shares for those of Colombia Gold. There is no assurance that a definitive agreement will be executed or that the acquisition will be completed.

Principal factors affecting our results of operations

Our consolidated financial statements are prepared in accordance with U.S. GAAP, and we maintain our accounts in U.S. Dollars.

We believe the key determinants of our operating and financial results are:

(a)

The state of capital markets, which affects our ability to finance acquisitions and exploration activities;

(b)

The valuation of mineral properties, as exploration results provide further information relating to the underlying reserves of such properties; and

Prices for metals, particularly gold.

There is no assurance that commercially exploitable reserves of gold exist on any of our property interests. In the event that commercially exploitable reserves of gold exist on any of our property interests, there is no guarantee that we will make a profit. If we cannot acquire or locate gold deposits, or if it is not economical to recover the gold deposits, our business and operations will be materially adversely affected.

Revenues

We have not yet completed our economic feasibility studies to establish the existence of proven or probable reserves for our properties. To date, we have not produced any gold, and, as a result, we have not recognized any revenues from mining activities for the period since incorporation to June 30, 2008.

Expenses

Our primary expenses consist of mineral property exploration expenditures and general and administrative expenses.

Critical accounting policies

The following are the accounting policies that we consider to be critical accounting policies. Critical accounting policies are those that are both important to the portrayal of our financial condition and results of operations and those that require the most difficult, subjective, or complex judgments, often as result of the need to make estimates about the effect of matters that are subject to a degree of uncertainty.

Going Concern

We incurred a net loss of $32,389,000 for the period from inception on March 23, 2003 to June 30, 2008, and we are not presently generating any revenue. Furthermore, we have used $58,299,000 during this period to fund our operations mineral acquisitions program. At June 30, 2008, we had a significant working capital deficiency. Our future ability to meet our anticipated exploration expense, mineral properties, and rights acquisitions, and purchase commitment for the issued and outstanding shares of Mineros is dependent upon our ability to obtain additional financing and upon future acquisition, exploration and development of profitable operations from our mineral properties. Subsequent to June 30, 2008, repayment of our short-term promissory note was extended to September 30, 2008. We plan to continue to seek additional financing in private and/or public equity offerings to secure funding for the balance of the Mineros purchase, repayment of our short-term promissory note, and to fund our working capital requirements. Our estimate of total financing requirements for fiscal 2008 is approximately $100,000,000 ($35,000,000 for the acquisition of Mineros and related exploration, $25,000,000 for the remaining exploration of Zona Alta, $15,000,000 related to the acquisition of Colombia Gold, and $25,000,000 related to additional drilling and working capital requirements).

As at July 31, 2008 our cash resources are nominal and we will need to raise additional debt or equity financing during the remainder of fiscal 2008 to continue to execute our business plans. We currently do not have any arrangements for additional financing, other than our planned $30 million debt offering that we announced on June 11, 2008. There can be no assurance that this transaction will close or that additional financing will be available to us on acceptable terms, or at all. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result should we cease to continue as a going concern.

Entities that are controlled by us, either directly or indirectly, are consolidated. Control is established by our ability to determine strategic, operating, investing and financing policies without the co-operation of others. We analyze our level of ownership, voting rights and representation on the board of directors in determining if control exists by any one, or a combination, of these factors.

Our consolidated financial statements include the accounts of (i) Colombia Goldfields Ltd., a Delaware Corporation, (ii) our wholly-owned subsidiary RNC (Colombia) Limited, a Belize corporation and its 95% owned subsidiary, Compania Minera de Caldas, S.A., a Colombia corporation, (iii) our 94% interest in Gavilan Minerales, S.A. ("Gavilan"), a Colombia Corporation. Colombian law requires a minimum of five shareholders for Colombian companies; as a result, the remaining 5% ownership of Caldas and 6% ownership of Gavilan are held by directors, officers, and senior management of the Company. The directors and senior management of Caldas and Gavilan have executed voting and support agreements in favour of the Company. All significant inter-company transactions and balances are eliminated upon consolidation.

Mineral Property Rights Acquisition and Exploration and Development Expenditures

Our mineral property rights acquisition and exploration activities consist of

i)

The acquisition of mineral concessions;

ii)

The acquisition of mineral and exploration rights from existing titleholders;

iii)

The exploration of acquired mineral properties and related activities; and

iv)

The allocation of stock-based compensation related to participants in our stock option plan.

Costs of acquiring mining properties, including interest costs attributable to mineral property acquisitions, are capitalized upon acquisition. Pursuant to Statement of Financial Accounting Standards (SFAS) No.34, Capitalization of Interest Costs, interest costs attributable to mineral property acquisitions are also capitalized. Mine development costs incurred either to develop new ore deposits, expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. We evaluate the carrying value of capitalized mining costs and related property, plant and equipment costs, to determine if these costs are in excess of their net recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets.

Title on mineral properties and mining and exploration rights involve certain inherent risks due to the difficulties of determining the validity of certain claims, as well as the potential for problems arising from the frequently ambiguous conveyance history of many mining properties. We cannot give any assurance that title to such properties will not be challenged or impugned and we cannot be certain that we will have valid title to our mining properties. We rely on title opinions by legal counsel in Colombia.

We apply SFAS No. 143, Accounting for Asset Retirement Obligations that requires the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. SFAS No. 143 requires us to record a liability for the present value, using a credit-adjusted risk-free interest rate, of the estimated site restoration costs with a corresponding increase to the carrying amount of the related long-lived assets. The liability is accreted until it has been fully incurred, and the asset will be amortized over the life of the related assets. Adjustments are made for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation. As at June 30, 2008 and December 31, 2007, we believe we do not have any asset retirement obligations.

Stock-Based Compensation

On January 1, 2006, we applied SFAS No. 123(R), Share-Based Payment, to account for stock options and similar equity instruments issued. Accordingly, compensation expense attributable to stock options or similar equity instruments granted is measured at the fair value at the grant date, using the Black-Scholes option pricing model and a graded approach and the resultant compensation expenses are classified in our consolidated statement of operations based on the classification of the underlying option plan participants' related compensation expenses. In the event stock options are forfeited, any previously recognized compensation expense related to unvested and expiring awards is recognized in earnings in the period of forfeiture. The majority of our stock-based compensation relates to either i) mineral exploration activities associated with our exploration personnel or ii) general and administrative expenses associated with our administrative employees, directors, and consultants.

Although the assumptions used to record stock compensation expense reflect management's best estimates, they involve inherent uncertainties based on market conditions generally outside of our control. If other assumptions were used, stock-based compensation expense could be significantly impacted. As stock options are exercised, the proceeds received on exercise, in addition to the previously recognized amounts related to those stock options, are credited to stockholders' equity.

Selected Financial Information

The following table sets forth selected financial information for the three and six months ended June 30, 2008 and 2007. This summary of selected financial information is derived from, and should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited financial statements for the three and six months ended June 30, 2008 and the related note disclosures.

                                                                               Cumulative
                                                                                     from
                                                                                Inception
                                      Three      Three        Six        Six   (March 25,
                                     Months     Months     Months     Months         2003
                                      Ended      Ended      Ended      Ended      through
In Thousands, except Per Share     June 30,   June 30,   June 30,   June 30,     June 30,
Amounts                                2008       2007       2008       2007        2008)
Statement of Loss and Deficit
Total Operating Expenses         $    4,984 $    3,761 $   12,069 $    6,699 $     37,325
Net loss                         $  (3,809) $  (3,219) $  (9,984) $  (5,723) $   (32,389)
Loss per Share-basic and diluted $   (0.04) $   (0.05) $   (0.11) $   (0.09)          N/A
Balance Sheet Data                                          As at      As at
                                                         June 30,   December
                                                             2008   31, 2007
Total Assets                                           $   78,070 $   74,519
Total Long-Term Debt                                   $        - $        -
Total Liabilities                                      $   21,572 $   23,433
Total Shareholders' Equity                             $   56,498 $   51,086

Results of Operations -Second Quarter 2008 Compared with Second Quarter 2007

For the three months ended June 30, 2008, we incurred a net loss of $3,809,000 (2007-$3,219,000). We generated interest income of $7,000 (2007-$4,000). The primary contributors to our net loss for the three months ended June 30, 2008 were mineral property exploration expenses of $4,254,000 (of which $137,000 related to non-cash stock-based compensation expenses) and general and administrative expenses of $1,560,000 (of which $650,000 related to non-cash stock-based compensation expenses), along with foreign exchange gains of $888,000, primarily related to unrealized foreign exchange gains on the translation of foreign currency-denominated deferred income tax balances.

For the comparative period, the primary contributors to our net loss were mineral property exploration expenses of $1,561,000 (of which $245,000 related to non-cash stock-based compensation expenses) and general and administrative expenses of $1,290,000 (of which $616,000 related to non-cash stock-based compensation expenses).

Our operations typically involve the following activities and expenditures:

i)

The acquisition of mineral concessions: To June 30, 2008, this has consisted primarily of payments for the assignment contracts and subsequent full legal titles associated with the Caramanta properties, the acquisition of Zona Alta concessions via our purchases of RNC, and the purchase of the Kedahda properties. The concessions we acquire typically grant to the concessionaire the right to carry out within the given area, the studies, works and installations necessary in order to establish the existence of the minerals, and to exploit them according to rules and criteria belonging to the accepted techniques of geology and mining engineering. During the three and six months ended June 30, 2008, we did not expend any cash on the acquisition of mineral concessions.

The acquisition of mineral and exploration rights. This typically involves staged payments to affected landholders and related stakeholders. The procedure for payment is normally a payment of 25% of the total negotiated purchase price on signing, 25% when title to all documentation has been submitted to the local mining department and the final 50% payment when the mining claim has been registered in Caldas' name. Satisfactory resolution of local landowner concerns is essential to the eventual development and operation of modern gold mines on Marmato Mountain. As at June 30, 2008, we have reached agreements with the titleholders to secure 108 legally registered titles deemed desirable in our business plan, with 81 titles registered in Caldas' name. During the three months ended June 30, 2008, we expended a total of $141,000 on mineral and exploration rights (six months ended June 30, 2008 - 520,000) and have obligations as at June 30, 2008 to make payments of $6,034,000 pursuant to amounts owing under our purchase agreements; and

iii)

The exploration of acquired mineral properties and related activities. This typically involves the payment of salaries, wages, and other exploration costs in Colombia, directly attributable to field activities furthering our mineral concessions and rights, along with allocated stock-based compensation costs. During the three months ended June 30, 2008, we expended a total of $4,254,000 on the exploration of acquired mineral properties (six months ended June 30, 2008 - $7,229,000).

As a result of our fiscal 2008 efforts to explore and evaluate the Marmato Mountain District, our mineral property exploration expenses increased significantly for the three months ended June 30, 2008 to $4,254,000 (including $137,000 in stock-based compensation) from $1,561,000 (including $245,000 in stock-based compensation) for the three months ended June 30, 2007.

General and administrative expenses also increased in the second quarter of fiscal 2008 to $1,560,000 (2007-$1,290,000), reflecting our continued transition from a start-up enterprise to a company with an active exploration program and infrastructure sufficient to support field activities. A significant component of general and administrative expenses in the second quarter of fiscal 2008 was allocated stock-based compensation, which totaled $650,000 compared to $616,000 in fiscal 2007. The remainder of the Company's second quarter fiscal 2008 general and administrative costs included accounting and legal fees of $280,000 (approximately $100,000 of which relates to Sarbanes-Oxley compliance requirements and legal costs associated with maintaining the Company's dual U.S./Canadian public company status), investor relations costs of $503,000, regulatory fees and expenses of $165,000 and the balance relating to corporate salaries, travel and head office expenses. As well, in the second quarter of fiscal 2008, the Company incurred $888,000 in foreign exchange gains on the translation of foreign currency-denominated monetary assets and liabilities, as the majority of the Company's accounts payable, accrued liabilities, and deferred income taxes in Caldas and Gavilan are denominated in Colombian pesos and are impacted by fluctuations in foreign currency rates. During fiscal 2008, the U.S. dollar has weakened against most global currencies, including the Colombian peso, however the Colombian peso strengthened by approximately 5% against the U.S. dollar during the second quarter of fiscal 2008, resulting in the aforementioned foreign exchange gains on translation of foreign currency denominated working capital and deferred income taxes. Approximately $640,000 of these gains relate solely to the translation of deferred tax taxable temporary differences associated with the Company's historical acquisitions of RNC and Gavilan.