Introduction

This Management's Discussion and Analysis ("MD&A"), prepared as of November 7, 2008, is intended to supplement and complement our unaudited interim consolidated financial statements and notes thereto (our "Financial Statements") for the three and nine months ended September 30, 2008 prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). 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 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 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 focused on two areas within the Marmato Mountain Gold District. These are Zona Alta (Upper Zone) of Marmato Mountain and the Caramanta Exploration Properties. The Caramanta Exploration Properties surround the Marmato Mountain.

In light of recent economic instability, created primarily by the banking and credit crisis in the U.S., at the end of the third quarter of fiscal 2008 the Company determined it necessary to revisit its short-term operating plan. In connection with this review, we have suspended additional drilling beyond the already completed 46,000 meters on Zona Alta to reduce our ongoing operating expenses. In light of current market conditions, we commenced evaluating strategic options to address our short-term and long-term project development goals. During the third quarter of fiscal 2008, the Company's ongoing operations were financed primarily by unsecured working capital advances from a company controlled by the Company's President and Chief Executive Officer.

Results from the 46,000 meters of Zona Alta drilling are currently being reviewed to update our resource estimate for the mountain.

Despite the challenges, posed by the capital markets in the third quarter of fiscal 2008 we achieved the following objectives:

š Increased our property title ownership to 89 of 119 legally registered mineral titles by continuing to negotiate property purchases from existing Colombian titleholders; and
š Completing additional underground samples and drilling for a total of 46,000 meters drilled.

Events Subsequent to Quarter-End and Impact on Corporate Liquidity

As a result of the recent turmoil in worldwide financial markets, the collapse in market valuations of comparable gold exploration and development companies and the reluctance of investors to participate in the exploration sector, the Company has been unable to raise the required capital necessary to complete the Zona Baja (Mineros) transaction and address the Company's current working capital deficiency. On October 31, 2008 Mineros S.A. notified the Company that it was unwilling to extend the closing of the Mineros transaction beyond October 31, 2008 and terminated the transaction. Mineros has exercised its right to the nonrefundable advance deposit previously provided by the Company in connection with the transaction.

The Company is therefore at this time unable to advance its ultimate goal of combining Zona Alta and Zona Baja and is reviewing all strategic alternatives, including a potential sale of all or some of the Company's assets. The Company has canvassed a number of qualified parties with respect to a possible strategic transaction with the Company and several interested parties are reviewing information regarding the Company pursuant to confidentiality agreements. In addition, the Company continues to explore potential financing opportunities. At the present time there is no certainty that these initiatives or any financing or strategic transaction will be completed.

Bank indebtedness $ 53 Accounts payable and accrued liabilities ? 7,318

                Mineral property purchase obligations    ?  5,143
                Related party advances                   ?  2,207
                Short-term promissory note               ?  2,550

The Company is commencing discussions with its trade creditors and parties to the Company's mineral property purchase obligations to ascertain their willingness to work with the Company to restructure its obligations. As well, the Company has commenced terminating all but essential personnel in both its Toronto and Medellin offices in order to further reduce the Company's monthly operating cash requirements. There can be no assurance that impacted parties will cooperate with the Company in respect to these initiatives. The Company's President and CEO are supportive of the Company's efforts to restructure its operations, however their ability to provide significant additional working capital advances, given the current gold prices, has become increasingly difficult. There can be no assurance that additional funding from these individuals will be available on acceptable terms to the Company or at all.

The Company has issued a short-term promissory note to Global Resource Fund ("Global"). The note is collateralized by the Company's investment in RNC (Colombia) Ltd. and collateralized by a pledge of the Company's investments in Caldas and Gavilan. Caldas is the Company's principal operating subsidiary and the titleholder of the Company's mineral rights and legal mine titles. The loan is due December 29, 2008 and by its terms potentially could be called earlier upon the occurrence of certain events. In connection with the Company's attempts to advance other strategic and/or financing alternatives, the Company has commenced discussions with the note holder and has advised the holder of the Company's plans. There can be no assurance that under these circumstances the Company's short-term promissory note will be repaid on or before December 29, 2008 or that the holder will not request acceleration of the loan or exercise its rights to the loan's underlying collateral.

The ability of the Company to continue as a going concern is dependent on the ongoing discussions and/or forbearance with its lenders, trade creditors, and mineral property obligation holders, as well as obtaining additional financing. There is no assurance that our lenders will cooperate with the Company, that trade creditors will provide accommodations, or that a financing or other transaction can be completed on terms acceptable to the Company, or at all.

Marmato Mountain - Zona Alta

As at September 30, 2008, the Zona Alta of Marmato Mountain in Colombia hosts approximately 275 small mines, and Compaņia 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, referred to as Category 2, 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.

Marmato Mountain - Zona Baja

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 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 held a deposit guarantee in the amount of 4.9 billion pesos (approximately $2,296,000) in respect to this transaction. 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.

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. In June, 2008 we filed a request for review of the transaction with the Colombian Government in an effort to accelerate closing of the transaction. In July, 2008 the Colombian officials requested additional information from both parties and regulatory approval was ultimately granted in September, 2008. The closing date of the transaction was further extended by Mineros until October 31, 2008 and we endeavored to complete our previously announced debt offering to fund the balance of the purchase price. Both the deposit guarantee and the advance were non-refundable if the transaction was not completed for any reason. On October 31, 2008 Mineros notified the Company that it was unwilling to extend the closing of the transaction beyond October 31, 2008 and exercised its right to both the nonrefundable advance and deposit guarantee.

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 mineralized zone 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. The proposed transaction was a share exchange with the Company exchanging its shares for those of Colombia Gold. We have experienced difficulty in receiving certain information specified in our Letter of Intent with Colombia Gold that we require to complete our due diligence investigation. Given these ongoing delays and our short-term liquidity issues there is no assurance that we will be able to complete our due diligence investigation, that a definitive agreement will be executed, or that the acquisition will be completed. In addition, the Board of Directors of Colombia Gold have recently indicated that they now intend to terminate the Letter of Intent. We have informed Colombia Gold that it does not have the ability to terminate the Letter of Intent at this time. The Company intends to enforce its rights under the Letter of Intent.

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 economic 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 September 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.

We incurred a net loss of $46,995,000 for the period from inception on March 23, 2003 to September 30, 2008, and we are not presently generating any revenue. Furthermore, we have used $60,846,000 during this period to fund our operations and mineral acquisitions program.

As at October 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 plan. We currently do not have any arrangements for additional financing. There can be no assurance 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. Readers of this MD&A should refer to the Company's Interim Consolidated Financial Statements for the three and nine months ended September 30, 2008 and in particular Note 1 - "Going Concern and Nature of Operations" to these financial statements for further information.

Basis of Presentation

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, and senior management of the Company. The directors and senior management of Caldas and Gavilan have executed voting and support agreements in favor 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 commercially mineable. 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.

Asset Retirement Obligations

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 September 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 nine months ended September 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 nine months ended September 30, 2008 and the
related note disclosures.

?                             ?        ?  ?       ? ?        ? ?         ? ? Cumulative
?                             ?        ?  ?       ? ?        ? ?         ? ?       from
?                             ?        ?  ?       ? ?        ? ?         ? ?  Inception
?                             ?        ?  ?   Three ?        ? ?      Nine ? (March 25,
?                             ?    Three  ?  Months ?     Nine ?    Months ?       2003
?                             ?   Months  ?   Ended ?   Months ?     Ended ?    through
In Thousands, except Per      ?    Ended  September ?    Ended ? September ?  September
Share Amounts                  September  ?     30,  September ?       30, ?        30,
?                             ? 30, 2008  ?    2007 ? 30, 2008 ?      2007 ?      2008)
Statement of Loss and Deficit ?        ?  ?       ? ?        ? ?         ? ?          ?
Total Operating Expenses      $   16,989  $   4,475 $   29,058 $    11,174 $     54,314
Net loss                      $ (14,606)  $ (3,930) $ (24,590) $   (9,653) $   (46,995)
Loss per Share-basic and      $   (0.16)  $  (0.06) $   (0.27) $    (0.15) ?        N/A
diluted                       ?        ?  ?       ? ?        ? ?         ? ?          ?
Balance Sheet Data            ?        ?  ?       ? ?    As at ?     As at ?          ?
?                             ?        ?  ?       ?  September ?  December ?          ?
?                             ?        ?  ?       ? ?      30, ?  31, 2007 ?          ?
?                             ?        ?  ?       ? ?     2008 ?         ? ?          ?

* includes non-monetary / non-current mineral and exploration properties and rights of 66,007 and 65,377 respectively

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

For the three months ended September 30, 2008, we incurred a net loss of $14,606,000 (2007-$3,930,000). We generated interest and other income of $126,000 (2007-$5,000). The primary contributors to our net loss for the three months ended September 30, 2008 were mineral property exploration expenses of $8,222,000 (of which $164,000 related to non-cash stock-based compensation expenses) and general and administrative expenses of $1,574,000 (of which $505,000 related to non-cash stock-based compensation expenses), along with foreign exchange gains of $2,131,000, primarily related to unrealized foreign exchange gains on the translation of foreign currency-denominated accounts payable and accrued liabilities, mineral property purchase obligations, and deferred income tax balances. We also recorded a $9,296,000 write-down of the Mineros advance and deposit in connection with Mineros' decision to terminate its agreement with us subsequent to quarter-end.

For the comparative period, the primary contributors to our net loss were mineral property exploration expenses of $2,457,000 (of which $216,000 related to non-cash stock-based compensation expenses) and general and administrative expenses of $1,608,000 (of which $533,000 related to non-cash stock-based compensation expenses).

i)

The acquisition of mineral concessions: To September 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 to establish the existence of the minerals . . .