Item 8.01.

Entry into a Material Definitive Agreement.

On October 23, 2009, Colombia Goldfields Ltd. (the "Company") issued a press release announcing the approval by stockholders, optionholders and warrantholders of the Company of an arrangement and other transactions pursuant to an arrangement agreement, dated June 5, 2009 and as amended on July 2, 2009 and as further amended on August 10, 2009, between Medoro Resources Ltd. and the Company. A copy of the press release is filed hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Description
 
99.1 Press release, dated October 23, 2009.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 23, 2009 Colombia Goldfields Ltd.
   
  By:       /s/ Tom  Lough                                         
 

Name:  Tom  Lough

 

Title:     President