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CGDF.OB > SEC Filings for CGDF.OB > Form 8-K on 8-Oct-2008All Recent SEC Filings

Show all filings for COLOMBIA GOLDFIELDS LTD | Request a Trial to NEW EDGAR Online Pro

Form 8-K for COLOMBIA GOLDFIELDS LTD


8-Oct-2008

Entry into a Material Definitive Agreement, Financial Statements and Exhi


Item 1.01. Entry into a Material Definitive Agreement.

As disclosed in our Current Report on Form 8-K filed with the Commission on February 13, 2008, Colombia Goldfields Ltd. (the "Company") borrowed US$2.5 million (the "Loan") from Global Resource Fund (the "Lender") pursuant to a promissory note (the "Promissory Note") issued to the Lender on February 8, 2008. The Promissory Note provides for a US$2.5 million secured loan maturing on July 31, 2008. On August 7, 2008, the Company and the Lender entered into an agreement pursuant to which the maturity date of the Promissory Note was extended to September 30, 2008.

On October 7, 2008, the Company and the Lender entered into an agreement (the "Agreement") pursuant to which the maturity date of the Promissory Note was further extended to December 29, 2008. In connection with this extension, the Company agreed to pay the Lender an extension fee of US$50,000 and 300,000 shares of the Company's common stock. The cash extension fee shall be payable on the maturity date of the Promissory Note and the 300,000 shares of the Company's common stock shall be issued as soon as practical after the date of the Agreement. The Agreement provides that the interest rate on the Promissory Note is increased to 15% per annum. In addition, the Agreement provides that the Lender's right to put the 350,000 warrants issued to it at the commencement of the Loan is increased from US$50,000 to US$100,000, with the date that said put is exercisable unchanged at February 8, 2010, and the Lender agreed that the Company may force the exercise of said warrants if the closing price of the Company's common stock exceeds CDN$1.80 for a period of 45 consecutive days.

In addition, the Lender amended the restrictive covenants of the Loan to specifically allow for all personal loans made by either J. Randall Martin, Thomas Lough or RNC Management Ltd. to be a permitted indebtedness of the Company pursuant to the Loan.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Agreement between the Company and the Lender.


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