Colombia Goldfields Ltd.: Exhibit 4.6 - Prepared by TNT Filings Inc.




  




Exhibit 4.6

SCHEDULE "F"

REGISTRATION RIGHTS


The terms of this Schedule "F" are incorporated by reference
into the subscription agreement to which it is attached.

Section 1.        
Definitions. Capitalized terms used and not otherwise defined herein that
are defined in the Subscription Agreement will have the meanings given such
terms in the Subscription Agreement. As used in this Schedule, the following
terms have the respective meanings set forth in this Section 1:


"Advice" has the meaning set
forth in Section 7(c).

"Brokers Shares" means the
Common Shares issued or issuable upon exercise of the Broker Warrants issued
pursuant to the terms of the Agency Agreement.


"Brokers Warrant Shares" means
the Common Shares issuable upon exercise of the Warrants issued upon exercise of
the Brokers Warrants.


"Company" means the Corporation.


"Effective Date" means the date
on which the Registration Statement is first declared effective by the SEC.


"Effectiveness Date" means with
respect to the Registration Statement required to be filed hereunder, the day
that is four months following the Closing Date. For the purpose of
clarification, the Company may not delay the Effectiveness Date by declaring a
Suspension Period.


"Effectiveness Period" has the
meaning set forth in Section 2(a).


"Exchange Act" means the
Securities Exchange Act of 1934, as amended.


"Holder" or "Holders" 
means the Investors and other holder or holders, as the case may be, from time
to time of Registerable Securities.


"Indemnified Party" has the
meaning set forth in Section 6(c).


"Indemnifying Party" has the
meaning set forth in Section 6(c).


"Investor" means the
Subscriber pursuant to the Subscription Agreement to which this Schedule is
attached.


"Losses" has the meaning set
forth in Section 6(a).


"Proceeding" means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened.


"Prospectus" means the final
prospectus included in the Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by the Registration Statement, and
all other amendments and supplements to the Prospectus, including post effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.


"Registrable Securities" means: (i)
the Shares, (ii) the Warrant Shares, (ii) the Brokers Shares, and the Broker
Warrant Shares (iii) the Additional Shares (as defined in Section 2(b)), and
(iv) any securities issued or issuable upon any stock split, dividend or other
distribution, recapitalization or similar event. Such securities will cease to
be Registrable Securities upon transfer pursuant to the Registration Statement
or Rule 144 under the Securities Act or at such time as such securities become
transferable without any restrictions or limitations in accordance with Rule
144(b) (i) (or any successor provision).




"Registration Statement" means
the registration statement required to be filed hereunder, including the
Prospectus, amendments and supplements to such registration statements or
Prospectus, including pre and post effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference therein.


"Rule 144" means Rule 144
promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC having substantially the same effect as such Rule.


"Rule 415" means Rule 415
promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC having substantially the same effect as such Rule.


"Rule 424" means Rule 424
promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC having substantially the same effect as such Rule.


"SEC" means the United States
Securities and Exchange Commission.


"Securities Act" means the
Securities Act of 1933, as amended.


"Shares" means the Common Shares
issued or issuable to the Investors pursuant to the Subscription Agreement.


"Suspension Period" has the
meaning set forth in paragraph 2(e).


"Trading Day" means any day on
which the Toronto Stock Exchange (the "TSX") is open for trading.


"Warrant Shares" means the Common
Shares issued or issuable upon exercise of the Warrants issued pursuant to the
Subscription Agreement.

Section 2.        
Registration.

(a) 

The Company
shall within 30 days of the Closing Date prepare and file with the SEC the
Registration Statement covering the resale of all Registrable Securities for an
offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or
on such other form appropriate for such purpose or necessary if the Company does
not qualify for the use of Form S-3). Such Registration Statement shall contain
(except if otherwise required pursuant to written comments received from the SEC
upon a review of the Registration Statement) the "Plan of Distribution"
substantially in the form attached hereto as Annex A. The Company shall use its
reasonable best efforts to cause the Registration Statement to be declared
effective under the Securities Act as soon as possible and shall use its
reasonable best efforts to keep the Registration Statement continuously
effective and available for use by Holders under the Securities Act until the
date which is the earlier of (i) six months following the expiration of the
Warrants, or (ii) such time as all of the Registrable Securities covered by the
Registration Statement have been publicly sold by the Holders or (iii) at such
time as all of the Registrable Securities become transferable without any
restrictions or limitations in accordance with Rule 144(b)(1) (or any successor
provision) (the "Effectiveness Period"). The Company further agrees to use its
reasonable best efforts to file in a timely manner all reports and other
documents required to be filed under the Exchange Act, such that the
Registration Statement will be available for use by Holders of Registrable
Securities and Holders will be able to sell their securities pursuant to Rule
144.




(b) 

If the
Registration Statement does not become effective on or before the Effectiveness
Date or, subject to section 2(e) below, ceases to be effective and available for
use any time it is required to be effective and available for use or, if, at a
time the Registration Statement is not available for use, Rule 144 is not
available for use for a period of five consecutive Trading Days by Holders of
such securities because the Company has not filed all reports and other
documents requested to be filed under the U.S. Exchange Act, then the Company
will, subject to shareholder approval, issue to each purchaser of Special
Warrants that holds Common Shares or Warrants issued pursuant to the Special
Warrants or Common Shares issued pursuant to the Warrants a number of Units (the
"Additional Units") equal to 10% of the number of Units issued or issuable
pursuant to the Special Warrants purchased by purchasers in the Offering and
shall issue, subject to shareholder approval, to Thomas Weisel a number of
broker warrants equal to 10% of its broker warrants initially issued to Thomas
Weisel (the "Additional Broker Warrants"), and, in addition thereto, the Company
shall issue, subject to shareholder approval, to each such purchaser Additional
Units equal to 2.5% (up to an aggregate maximum of 5%) of such number of Units
for each 30 days (if the 30th day falls on a day that is not a
Business Day, the 30th day shall be deemed to be the next Business
Day) after the four month anniversary of the Closing Date (whether or not
continuous) when neither the Registration Statement nor Rule 144 is available
for resale of Common Shares issuable upon exercise of the Special Warrants or
Common Shares issuable upon exercise of the Warrants. In lieu of issuing such
Additional Units, the Company has the option, or if shareholder approval is not
received, the obligation, to pay the cash equivalent of such Additional Units,
which shall be deemed to be the US$0.85 per Additional Unit. As used herein, the
"Business Day" means any day on which the TSX is open for trading.

(c) 

Each Holder
agrees to furnish to the Company a completed Questionnaire in the form attached
to this Schedule as Annex B (a "Selling Holder Questionnaire") no later than
June 20, 2008. The Company shall not be required to include the Registrable
Securities of a Holder in the Registration Statement and shall not be required
to pay any damages under Section 2(b) to any Holder who fails to furnish to the
Company a fully completed Selling Holder Questionnaire by the later of (i) June
20, 2008 or (ii) at least five Trading Days prior to the date of filing of the
Registration Statement or pre-effective amendment to the Registration Statement
(in no event is the Company required to delay filing the Registration Statement
or any pre-effective amendment thereto). Each Holder also agrees to provide the
Company with such other information as may be reasonably requested by the
Company in connection with the preparation and filing of any Registration
Statement hereunder, including but not limited to providing such information in
a timely manner regarding itself, the Registrable Securities and other
securities of the Company held by it and the intended method of disposition of
the Registrable Securities as shall be reasonably required to effect and
maintain the effectiveness of the registration of such Registrable Securities.
The Company shall not be required to include the Registrable Securities of a
Holder or pay any damages under Section 2(b) to any Holder who fails to provide
such reasonably requested information or who objects to the inclusion of
required disclosure in the Registration Statement regarding such Holder, the
Registrable Securities and other securities of the Company held by it and the
intended method of disposition of the Registrable Securities.

(d) 

Upon the
occurrence of any event that would cause the Registration Statement or the
prospectus contained therein (A) to contain a material misstatement or ommission
or (B) not to be effective and usable for resale of securities during the
Effectiveness Period, the Company shall file promptly an appropriate amendment
to the Registration Statement, a supplement to the prospectus or a report filed
with the SEC, in case of clause (A), correcting any such misstatement or
ommission, and, in the case of either clause (A) or (B), use its reasonable best
efforts to cause such amendment to be declared effective and the Registration
Statement and the related prospectus to become usable for their intended
purposes as soon as practicable thereafter. Notwithstanding the foregoing, the
Company may suspend the effectiveness of the Registration Statement by written
notice to the holders for a period not to exceed an aggregate of 10 days in any
90-day period (each such period, a "Suspension Period") if:

(X) 

an event occurs
and is continuing as a result of which the Registration Statement, the
prospectus, any amendment or supplement thereto, or any document incorporated by
reference therein would, in the Company’s judgement, contain an untrue statement
of material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and




(Y) 

the Company
determines in good faith that the disclosure of such event at such time would be
seriously detrimental to the Company and its subsidiaries;


provided that, in the event the
disclosure relates to a previously undisclosed, proposed or pending material
business transaction, the disclosure of which the Company determines in good
faith would be reasonably likely to impede the Company’s ability to consummate
such transaction, the Company may extend a Suspension Period from 10 days to 30
days; provided, however, that in no event shall the right to suspend the
effectiveness of the Registration Statement be exercised during the first 30
days the Registration Statement is effective and in no event shall Suspension
Periods exceed an aggregate of 90 days in any 360-day period. The Company shall
not be required to specify in the written notice to the holders the nature of
the event giving rise to the Suspension Period.

The notice of the existence of a
Suspension Period shall remain confidential to such Holder until such
information otherwise becomes public, unless disclosure by the Holder is
required by law and provided that notwithstanding such Holder’s agreement to
keep such information confidential, each such Holder makes no acknowledgment
that any such information is material, non-public information.

Section 3.        
Registration Procedures.

In connection with the Company's
registration obligations hereunder, the Company shall:

(a) 

The Company
shall furnish to each Holder copies of all such documents proposed to be filed,
upon the request of such Holder.

(b) 

(i) Comply with
Section 2(e) hereof and respond as promptly as reasonably possible to any
comments received from the SEC with respect to the Registration Statement or any
amendment thereto; and (ii) comply in all material respects with the provisions
of the Securities Act and the Exchange Act with respect to the Registration
Statement and the disposition of all Registrable Securities covered by the
Registration Statement.

(c) 

Notify the
Holders as promptly as reasonably possible (and, in the case of (i)(A) and (iv)
below, not less than three Trading Days prior to such filing and, in the case of
(v) below, not less than three Trading Days prior to the financial statements in
any Registration Statement becoming ineligible for inclusion therein) and (if
requested by any such Person) confirm such notice in writing no later than one
Trading Day following the day (i)(A) when a Prospectus or any Prospectus
supplement or post effective amendment to the Registration Statement is proposed
to be filed; (B) when the SEC notifies the Company whether there will be a
"review" of the Registration Statement and whenever the SEC comments in writing
on the Registration Statement (the Company shall provide true and complete
copies thereof and all written responses thereto to each of the Holders that
pertain to the Holders as a Selling Stockholder or to the Plan of Distribution,
but not information which the Company believes would constitute material and
nonpublic information); and (C) with respect to the Registration Statement or
any post effective amendment, when the same has become effective; (ii) of any
request by the SEC or any other Federal or state governmental authority for
amendments or supplements to the Registration Statement or Prospectus or for
additional information; (iii) of the issuance by the SEC or any other Federal or
state governmental authority of any stop order suspending the effectiveness of
the Registration Statement covering any or all of the Registrable Securities or
the initiation of any Proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in the Registration Statement ineligible for
inclusion therein or any statement made in the Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to the
Registration Statement, Prospectus or other documents so that, in the case of
the Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading., and
(vi) the occurrence of a Suspension Period.




(d) 

Use its
commercially reasonable efforts to avoid the issuance of, or, if issued, obtain
the withdrawal of (i) any order suspending the effectiveness of the Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.

(e) 

Subject to
Section 2(d) hereof, the Company hereby consents to the use of the Prospectus
and each amendment or supplement thereto by each of the selling Holders in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto.

(f) 

Cooperate with
the Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to
the Registration Statement, which certificates shall be free, to the extent
permitted by the Subscription Agreement, of all restrictive legends, and to
enable such Registrable Securities to be in such denominations and registered in
such names as any such Holders may request.

(g) 

Upon the
occurrence of any event contemplated by Section 2(e), or Section 3(c)(ii)–(a),
use its reasonable best efforts to ensure that the use of the Registration
Statement or Prospectus may be resumed as promptly as practicable and shall
promptly prepare a supplement or amendment, including a post effective
amendment, to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, and file any other required document so that, as thereafter
delivered, no Registration Statement nor any Prospectus will contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

(h) 

Comply with all
applicable rules and regulations of the SEC.

Section 4.        
Obligations of Each Holder. In connection with the registration of
Registrable Securities pursuant to the Registration Statement, each Holder
shall:

(a) 

in the event of
an underwritten offering of such Registrable Securities in which such Holder
participates, enter into a customary and reasonable underwriting agreement and
execute such other documents as the Company and the managing underwriter for
such offering may reasonably request; and

(b) 

notify the
Company when it has sold all of the Registrable Securities held by it.

Section 5.        
Registration Expenses. All fees and expenses incident to the performance
of or compliance with this Schedule by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to the Registration
Statement. The fees and expenses referred to in the foregoing sentence shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses of the Company’s counsel and auditors, and
other reasonable counsel fees and expenses, and including, without limitation,
fees and expenses (A) with respect to filings made with the SEC, (B) with
respect to filings required to be made with any trading market or exchange on
which the Common Stock is then listed for trading, (C) with respect to filing
fees (if any) of FINRA pursuant to NASD Rule 2710, and (D) with respect to fees
relating to compliance with applicable state securities or Blue Sky laws in
connection with Blue Sky qualifications or exemptions of the Registerable
Securities, (ii) messenger, telephone and delivery expenses, (iii) fees and
disbursements of counsel for the Company, (iv) Securities Act liability
insurance, if the Company so desires such insurance, (v) fees and expenses of
all other Persons retained by the Company in connection with the consummation of
the transactions contemplated by this Schedule and (vi) reasonable fees and
expenses of one counsel to the holders of Registrable Securities up to $20,000.
In addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the consummation of the transactions contemplated by
this Schedule (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange as required
hereunder.




Section 6.        
Indemnification.

(a) 

Indemnification by the Company. The
Company shall, notwithstanding any termination of this Agreement or Schedule,
indemnify and hold harmless each Holder, the officers, directors, partners,
members and employees of each of them (and any other persons with a functionally
equivalent role of a person holding such titles or performing such functions,
notwithstanding a lack of such title or any other title), each Person who
controls any such Holder (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) and the officers, directors, agents and
employees of each such controlling Person, to the fullest extent permitted by
applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable costs of
preparation and reasonable attorneys' fees) and expenses (collectively,
"Losses"), as incurred, arising out of or relating to any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading, except to the extent, but only to the extent,
that (1) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to
such Holder or such Holder's proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement thereto (it being understood that
the Holder has approved Annex A hereto for this purpose) or (2) in the case of
an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the
use by such Holder of an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of an Advice or an amended or supplemented
Prospectus, but only if and to the extent that following the receipt of the
Advice or the amended or supplemented Prospectus the misstatement or omission
giving rise to such Loss would have been corrected. The Company shall notify the
Holders promptly in writing of the institution, threat or assertion of any
Proceeding of which the Company is aware in connection with the transactions
contemplated by this Schedule.

(b) 

Indemnification by Holders. Each
Holder shall, severally and not jointly, indemnify and hold harmless the
Company, its directors, officers, agents and employees, each Person who controls
the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of
such controlling Persons, to the fullest extent permitted by applicable law,
from and against all Losses, as incurred, arising solely out of or based solely
upon: (x) such Holder's failure to comply with the prospectus delivery
requirements of the Securities Act or (y) any untrue statement of a material
fact contained in the Registration Statement, the Prospectus, or any form of
prospectus, or in any amendment or supplement thereto, or arising solely out of
or based solely upon any omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading to the
extent, but only to the extent that, (1) such untrue statements or omissions are
based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such
information relates to such Holder or such Holder's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement (it
being understood that the Holder has approved Annex A hereto for this purpose),
such Prospectus or such form of Prospectus or in any amendment or supplement
thereto or (2) in the case of an occurrence of an event of the type specified in
Section 3(c)(ii)-(vi), the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the
Prospectus is outdated or defective and prior to the receipt by such Holder of
an Advice or an amended or supplemented Prospectus, but only if and to the
extent that following the receipt of the Advice or the amended or supplemented
Prospectus the misstatement or omission giving rise to such Loss would have been
corrected. In no event shall the liability of any selling Holder hereunder be
greater in amount than the dollar amount of the net proceeds received by such
Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation.




(c) 

Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against any
Person entitled to indemnity hereunder (an "Indemnified Party"), such
Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the "Indemnifying Party") in writing, and the Indemnifying Party shall assume
the defense thereof, including the employment of counsel reasonably satisfactory
to the Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its
obligations or liabilities pursuant to this Agreement and Schedule, except (and
only) to the extent that that such failure shall have proximately and materially
adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the
right to employ separate counsel in any such Proceeding and to participate in
the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party
shall have failed promptly to assume the defense of such Proceeding and to
employ counsel reasonably satisfactory to such Indemnified Party in any such
Proceeding; or (3) the named parties to any such Proceeding (including any
impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall have been advised by counsel to the
Indemnified Party that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ separate counsel at the expense of the Indemnifying
Party, the Indemnifying Party shall not have the right to assume the defense
thereof and such counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably
withheld or delayed. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.

All fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a
manner not inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within ten Trading Days of written notice thereof to the
Indemnifying Party (regardless of whether it is ultimately determined that an
Indemnified Party is not entitled to indemnification hereunder; provided, that
the Indemnifying Party may require such Indemnified Party to undertake to
reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnified Party is not entitled to indemnification
hereunder).

(d) 

Contribution. If a claim for
indemnification under Section 6(a) or 6(b) is unavailable to an Indemnified
Party or insufficient to hold an Indemnified Party harmless for any Losses (by
reason of public policy or otherwise), then each Indemnifying Party shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include, subject to the limitations set forth
in Section 6(c), any reasonable attorneys' or other reasonable fees or expenses
incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.




The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 6(d)
were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section
6(d), no Holder shall be required to contribute, in the aggregate, any amount in
excess of the amount by which the proceeds actually received by such Holder from
the sale of the Registrable Securities subject to the Proceeding exceeds the
amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.

The indemnity and contribution
agreements contained in this Section are in addition to any liability that the
Indemnifying Parties may have to the Indemnified Parties.

Section 7.        
Miscellaneous.

(a) 

Compliance. Each Holder
covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement.

(b) 

Discontinued Disposition. Each
Holder agrees by its acquisition of such Registrable Securities that, upon
receipt of a notice from the Company of the occurrence of any event of the kind
described in Section 3(c)(iii) through (vi), such Holder will forthwith
discontinue disposition of such Registrable Securities under the Registration
Statement until such Holder's receipt of the copies of the supplemented
Prospectus and/or amended Registration Statement or until it is advised in
writing (the "Advice") by the Company that the use of the applicable Prospectus
may be resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus or Registration Statement. The Company may provide
appropriate stop transfer orders to enforce the provisions of this paragraph.
The Company will use its reasonable best efforts to ensure that the use of the
prospectus may be resumed as promptly as is practicable. The Company agrees and
acknowledges that any periods during which the Holder is required to discontinue
the disposition of Registrable Securities pursuant to Section 3(c)(v) and (vi)
hereunder shall be subject to the limitations set forth in Section 2(e), and
that the suspension of the use of the Registration Statement will have the
consequences set forth in Section 2(b) hereof.

(c) 

Delay of Registration. No
Holder shall have any right to obtain or seek an injunction restraining or
otherwise delaying any such registration as the result of any controversy that
might arise with respect to the interpretation or implementation of this
Schedule.

(d) 

Amendments and Waivers. The
provisions of this Schedule, including the provisions of this Section 7(d), may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, unless the same shall be in writing
and signed by the Company and the Holders of no less than a majority interest of
the then outstanding Registrable Securities. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of certain Holders and that does not
directly or indirectly affect the rights of other Holders may be given by
Holders of at least a majority of the Registrable Securities to which such
waiver or consent relates.




(e) 

Notices. Any and all notices
or other communications or deliveries required or permitted to be provided
hereunder shall be provided in accordance with the terms of the Subscription
Agreement to which this Schedule is attached; provided however, that all written
notices or copies of documents required to be provided pursuant to this Schedule
may be electronic copies transmitted electronically to the Holder’s email
address as set forth on the Selling Shareholder Questionnaire, or at set other
email address as provided to the Company by the Holder.

(f) 

Successors and Assigns. The
Company may not assign its rights or obligations hereunder without the prior
written consent of each Holder. The rights under this Schedule shall be
automatically assignable by the Investors to any transferee of 10,000 (ten
thousand) Registerable Securities if: (i) the Investor agrees in writing with
the transferee or assignee to assign such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment; (ii)
the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee or
assignee, and (b) the securities with respect to which such registration rights
are being transferred or assigned; (iii) the transfer of assignment is completed
prior to the effectiveness of the Registration Statement or immediately
following such transfer or assignment if the further disposition of the
securities is restricted under the Securities Act and applicable state
securities laws; (iv) at or before the time the Company receives the written
notice contemplated by clause (ii) of this sentence the transferee or assignee
agrees in writing with the Company to be bound by all of the provisions
contained herein; and (v) such transfer shall have been made in accordance with
the applicable requirements of the Subscription Agreement.

(g) 

Severability. If any term,
provision, covenant or restriction of this Schedule is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

(h) 

Headings. The headings in this
Schedule are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.

(i) 

Independent Nature of Holders'
Obligations and Rights. The obligations of each Holder under this Schedule
are several and not joint with the obligations of each other Holder, and no
Holder shall be responsible in any way for the performance of the obligations of
any other Holder under this Schedule. Nothing contained herein or in any other
agreement or document delivered at any closing, and no action taken by any
Holder pursuant thereto, shall be deemed to constitute the Holders as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Holders are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated by this
Schedule. Each Holder acknowledges that no other Holder will be acting as agent
of such Holder in enforcing its rights under this Schedule. Each Holder shall be
entitled to independently protect and enforce its rights, including without
limitation the rights arising out of this Schedule, and it shall not be
necessary for any other Holder to be joined as an additional party in any
Proceeding for such purpose. The Company acknowledges that each of the Holders
has been provided with the same Schedule for the purpose of closing a
transaction with multiple Holders and not because it was required or requested
to do so by any Holder.




ANNEX A


Plan of Distribution

Each Selling Stockholder (the
"Selling Stockholders") of the common stock ("Common Stock") of Colombia
Goldfields Ltd., (the "Company") and any of their pledgees, donees, transferees,
assignees and successors-in-interest may, from time to time, sell any or all of
their shares of Common Stock on the Trading Market or any other stock exchange,
market or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. A Selling
Stockholder may use any one or more of the following methods when selling
shares:


	
  
  ordinary brokerage transactions
  and transactions in which the broker dealer solicits purchasers;



  	
  
  block trades in which the broker
  dealer will attempt to sell the shares as agent but may position and resell a
  portion of the block as principal to facilitate the transaction;



  	
  
  purchases by a broker dealer as
  principal and resale by the broker dealer for its account;
  
  

	
  
  an exchange distribution in
  accordance with the rules of the applicable exchange;
  
  

	
  
  privately negotiated
  transactions;



  	
  
  settlement of short sales entered
  into after the effective date of the registration statement of which this
  prospectus is a part;



  	
  
  broker dealers may agree with the
  Selling Stockholders to sell a specified number of such shares at a stipulated
  price per share;



  	
  
  a combination of any such methods
  of sale;



  	
  
  through the writing or settlement
  of options or other hedging transactions, whether through an options exchange
  or otherwise; or



  	
  
  any other method permitted
  pursuant to applicable law.



The Selling Stockholders may also
sell shares under Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act"), if available, rather than under this prospectus.

Broker dealers engaged by the Selling
Stockholders may arrange for other brokers dealers to participate in sales.
Broker dealers may receive commissions or discounts from the Selling
Stockholders (or, if any broker dealer acts as agent for the purchaser of
shares, from the purchaser) in amounts to be negotiated, but, except as set
forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with NASD Rule
2440; and in the case of a principal transaction a markup or markdown in
compliance with NASD IM-2440.

In connection with the sale of the
Common Stock or interests therein, the Selling Stockholders may enter into
hedging transactions with broker-dealers or other financial institutions, which
may in turn engage in short sales of the Common Stock in the course of hedging
the positions they assume. The Selling Stockholders may also sell shares of the
Common Stock short and deliver these securities to close out their short
positions, or loan or pledge the Common Stock to broker-dealers that in turn may
sell these securities. The Selling Stockholders may also enter into option or
other transactions with broker-dealers or other financial institutions or the
creation of one or more derivative securities which require the delivery to such
broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such
transaction).




The Selling Stockholders and any
broker-dealers or agents that are involved in selling the shares may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
Each Selling Stockholder has informed the Company that it does not have any
written or oral agreement or understanding, directly or indirectly, with any
underwriter or other person to distribute the Common Stock. In no event shall
any broker-dealer receive fees, commissions and markups which, in the aggregate,
would not exceed customary fees and commissions.

The Selling Stockholders may from
time to time pledge or grant a security interest in some or all of the shares of
common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the
shares of common stock from time to time under this prospectus after we have
filed an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act of 1933 amending the list of Selling
Stockholders to include the pledgee, transferee or other successors in interest
as Selling Stockholders under this prospectus.

The Selling Stockholders also may
transfer the shares of common stock in other circumstances, in which case the
transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus and may sell the shares of
common stock from time to time under this prospectus after we have filed an
amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933 amending the list of Selling Stockholders to
include the pledgee, transferee or other successors in interest as Selling
Stockholders under this prospectus.

The Company is required to pay
certain fees and expenses incurred by the Company incident to the registration
of the shares, but the Company will not receive any proceeds from the sale of
the common stock by the Selling Stockholders. The Company has agreed to
indemnify the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be
deemed to be "underwriters" within the meaning of the Securities Act, they will
be subject to the prospectus delivery requirements of the Securities Act. In
addition, any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than under this prospectus. Each Selling Stockholder has advised us that they
have not entered into any written or oral agreements, understandings or
arrangements with any underwriter or broker-dealer regarding the sale of the
resale shares. There is no underwriter or coordinating broker acting in
connection with the proposed sale of the resale shares by the Selling
Stockholders.

We agreed to keep this prospectus
effective until the earlier of (i) six months following the expiration of the
Warrants, (ii) all of the Common Stock held by Selling Stockholders can be sold
without restriction or limitation pursuant to Rule 144(b)(1) or (iii) such time
as all shares covered by the registration statement have been sold publicly. The
resale shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states, the resale shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and is complied with.

Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of
the resale shares may not simultaneously engage in market making activities with
respect to the Common Stock for the applicable restricted period, as defined in
Regulation M, prior to the commencement of the distribution. We have advised
each Selling Stockholder that it may not use shares registered under this
Registration Statement to cover short sales of common stock made prior to the
date on which this Registration Statement shall have been declared effective by
the Securities and Exchange Commission. In addition, the Selling Stockholders
will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of shares of the Common Stock by the Selling Stockholders or
any other person. We will make copies of this prospectus available to the
Selling Stockholders and have informed them of the need to deliver a copy of
this prospectus to each purchaser at or prior to the time of the sale.




ANNEX B

SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE


The undersigned beneficial owner of
common stock (the "Registrable Securities") of Colombia Goldfields Ltd.(the
"Company"), understands that the Company has filed or intends to file with the
Securities and Exchange Commission (the "Commission") a registration statement
(the "Registration Statement") for the registration and resale under Rule 415 of
the Securities Act of 1933, as amended (the "Securities Act"), of the
Registrable Securities, in accordance with the terms of the Registration Rights
(the "Registration Rights Agreement") to which this document is annexed. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

Certain legal consequences arise from
being named as a selling securityholder in the Registration Statement and the
related prospectus. Accordingly, holders and beneficial owners of Registrable
Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in
the Registration Statement and the related prospectus.

IF NOT DELIVERED TO THE AGENTS PRIOR
TO CLOSING OF THE OFFERING, PLEASE FAX OR EMAIL A COPY OF THE COMPLETED AND
EXECUTED NOTICE AND QUESTIONNAIRE TO:



  
  	 
	 
	 
	 
	 


  



NOTICE


The undersigned beneficial owner (the
"Selling Securityholder") of Registrable Securities hereby elects to include the
Registrable Securities owned by it in the Registration Statement.


 




The undersigned hereby provides the following information to
the Company and represents and warrants that such information is accurate:


QUESTIONNAIRE


1.
NAME.



  	(a)	Full Legal Name of
      Selling Securityholder
	 	 
	 	 
	 	 
	(b)	Full Legal Name of
      Registered Holder (if not the same as (a) above) through which Registrable
      Securities are held:
	 	 
	 	 
	 	 
	(c)	Full Legal Name of
      Natural Control Person (which means a natural person who directly or
      indirectly alone or with others has power to vote or dispose of the
      securities covered by the questionnaire – ENTITIES MUST COMPLETE THIS
      QUESTION):
	 	 
	 	 





  	 	 
	2.
      ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
      Telephone:	 
	 	 
	Fax :	 
	 	 
	Email:	 
	 	 
	Contact Person:	 





3.
BROKER-DEALER STATUS: 


(a) 


Are you a broker-dealer?

Yes ___            
No ___

(b) 

If "yes" to
Section 3(a), did you receive your Registrable Securities as compensation for
investment banking services to the Company.

Yes ___            
No ___

Note: If no, the Commission’s staff
has indicated that you should be identified as an underwriter in the
Registration Statement.

(c) 

Are you an
affiliate of a broker-dealer?

Yes ___            
No ___

(d) 

If you are an
affiliate of a broker-dealer. do you certify that you bought the Registrable
Securities in the ordinary course of business, and at the time of the purchase
of the Registrable Securities to be resold, you had no agreements or
understandings, directly or indirectly, with any person to distribute the
Registrable Securities?

Yes ___            
No ___


Note: If no, the Commission’s staff
has indicated that you should be identified as an underwriter in the
Registration Statement.




4. BENEFICIAL OWNERSHIP OF SECURITIES
OF THE COMPANY OWNED BY THE SELLING SECURITYHOLDER.

Except as set forth below in this
Item 4, the undersigned is not the beneficial or registered owner of any
securities of the Company other than the securities issuable pursuant to the
Subscription Agreement.


  	(a)	Type and Amount of
      other securities beneficially owned by the Selling Securityholder:
	 	 
	 	 
	 	 
	 	 




5. RELATIONSHIPS WITH THE COMPANY:

Except as set forth below, neither
the undersigned nor any of its affiliates, officers, directors or principal
equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material
relationship with the Company (or its predecessors or affiliates) during the
past three years.

State any exceptions here:

  
  
  


      	 	 



      	 	 



      	 	 





The undersigned agrees to promptly
notify the Company of any inaccuracies or changes in the information provided
herein that may occur subsequent to the date hereof at any time while the
Registration Statement remains effective.

By signing below, the undersigned
consents to the disclosure of the information contained herein in its answers to
Items 1 through 5 and the inclusion of such information in the Registration
Statement and the related prospectus and any amendments or supplements thereto.
The undersigned understands that such information will be relied upon by the
Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned,
by authority duly given, has caused this Notice and Questionnaire to be executed
and delivered either in person or by its duly authorized agent.


	Dated:	 	 	Beneficial
    Owner:	 	 
	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	 	 
	 	 	 	Name:	 	 
	 	 	 	 	 	 
	 	 	 	Title:	 	 


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