Colombia Goldfields Ltd.: Exhibit 4.3 - Prepared by TNT Filings Inc.




  



THE SECURITIES REPRESENTED BY THIS CERTIFICATE
AND THE SECURITIES ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM SUCH REGISTRATION
UNDER THE ACT IS AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE OR
PROVINCIAL SECURITIES LAWS. THESE SECURITIES MAY NOT BE EXERCISED BY OR ON
BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM
SUCH REGISTRATION UNDER THE ACT IS AVAILABLE. SECURITIES HEDGING TRANSACTIONS
INVOLVING THESE SECURITIES AND THE SECURITIES ISSUED UPON EXERCISE THEREOF MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY nor any securities
issuable on the exercise thereof BEFORE APRIL 28, 2008. 


STOCK PURCHASE WARRANT 


To Purchase
XXXX Shares of Common Stock of


Colombia Goldfields Ltd. 

THIS CERTIFIES that, for value received,
 
XXXX (the "Holder"), shall have the right to purchase from Colombia
Goldfields Ltd., a Delaware corporation (the "Company"),
XXXX fully paid and
nonassessable shares (the "Warrant Shares") of the Company's Common Stock (the
"Common Stock") at an exercise price of $1.20 CDN per share (the "Exercise
Price"), subject to further adjustment as set forth in Section 12 hereof, at any
time commencing on the issuance date until two years from the closing date of
the offering or December 27, 2009 (the "Termination Date"). 

1.    
Title to Warrant. Prior to the Termination Date and subject to compliance
with applicable laws and Section 5 hereof, this Warrant and all rights hereunder
are transferable, in whole or in part, at the office or agency of the Company by
the holder hereof in person or by duly authorized attorney, upon surrender of
this Warrant together with the Assignment Form annexed hereto properly endorsed.


2.    
Authorization of Shares. The Company covenants that all shares of Common
Stock which may be issued upon the exercise of rights represented by this
Warrant will, upon exercise of the rights represented by this Warrant, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue). 


3.    
Exercise of Warrant. Subject to compliance with Section 5 hereof,
exercise of the purchase rights represented by this Warrant may be made at any
time or times on or after the closing of the offering, and before the close of
business on the Termination Date by the surrender of this Warrant and the Notice
of Exercise Form annexed hereto duly executed, at the office of the Company (or
such other office or agency of the Company as it may designate by notice in
writing to the registered holder hereof at the address of such holder appearing
on the books of the Company) and upon payment of the Exercise Price of the
shares thereby purchased by wire transfer or cashier's check drawn on a Canadian
or United States bank, and in each case in Canadian currency, the holder of this
Warrant shall be entitled to receive a certificate for the number of shares of
Common Stock so purchased. Certificates for shares purchased hereunder shall be
delivered to the holder hereof within five (5) business days after the date on
which this Warrant shall have been exercised as aforesaid. This Warrant shall be
deemed to have been exercised and such certificate or certificates shall be
deemed to have been issued, and Holder or any other person so designated to be
named therein shall be deemed to have become a holder of record of such shares
for all purposes, as of the date the Warrant has been exercised by payment to
the Company of the Exercise Price and all taxes required to be paid by Holder,
if any, pursuant to Section 4 prior to the issuance of such shares, have been
paid. 




4.    
Charges, Taxes and Expenses. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, and such certificates shall be
issued in the name of the holder of this Warrant or in such name or names as may
be directed by the holder of this Warrant; provided, however, that in the event
certificates for shares of Common Stock are to be issued in a name other than
the name of the holder of this Warrant, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the holder hereof; and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto. 

5.    
Restrictions on Securities. This Warrant has been issued by the Company
pursuant to an exemption from registration under the Securities Act of 1933, as
amended (the "Act"). This Warrant may not be exercised by or on behalf of a
"U.S. person", within the meaning of Regulation S under the Act, unless
registered under the Act, or an exemption from such registration under the Act
is available. None of this Warrant or the shares of Common Stock issuable upon
exercise of this Warrant may be offered, sold or otherwise transferred unless (i)
they first shall have been registered under the Act and applicable state
securities laws, (ii) the Company shall have been furnished with an opinion of
legal counsel (in form, substance and scope reasonably acceptable to Company) to
the effect that such sale or transfer is exempt from the registration
requirements of the Act or (iii) the transfer is pursuant to other procedures
satisfactory to the Company. Each certificate for shares of Common Stock
issuable upon exercise of this Warrant that have not been so registered and that
have not been sold pursuant to an exemption that permits removal of the
applicable legend, shall bear a legend substantially in the following form, as
appropriate: 

THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE
REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT
IS AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE OR PROVINCIAL SECURITIES
LAWS. SECURITIES HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. 


2 




UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE
APRIL 28, 2008. 

THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE;
HOWEVER, THE SAID SECURITIES MAY NOT BE TRADED THROUGH THE FACILITIES OF SUCH
EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY
CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN SETTLEMENT OF
TRANSACTIONS ON THE TORONTO STOCK EXCHANGE 

Upon the request of a
holder of a certificate representing any shares of Common Stock issuable upon
exercise of this Warrant, the Company shall remove the foregoing legend from the
certificate or issue to such Holder a new certificate free of any transfer
legend, if (a) with such request, the Company shall have received an opinion of
counsel, reasonably satisfactory to the Company in form, substance and scope, to
the effect that any such legend may be removed from such certificate or (b) a
registration statement under the Act covering such securities is in effect.



3 




6.    
Registration Rights. (a) If at any time the Company proposes to register
any of its common stock under the Act, whether as a result of an offering for
its own account or the account of others, excluding any registrations pending at
the time this Warrant is issued or those to be effected on Forms S-4 or S-8 or
other applicable successor Forms, the Company shall, at such time, promptly give
Holder written notice of such proposed registration and offer Holder the
opportunity to include the shares of common stock issued as interest and the
shares of Common Stock issuable upon exercise of this Warrant in such
registration statement (each, a "Piggy Back Registration"). The Company shall
include in any such registration statement all or part of the underlying common
stock that Holder requests to be registered, provided that, if, in the written
opinion of the managing underwriter of any such offering (or of the Company in a
non-underwritten offering) the total amount of securities to be so registered
will exceed the maximum amount of the Company's securities which can be marketed
without adversely affecting the offering, then the Company shall be entitled to
reduce the number of shares to be included in such offering to zero. Such
reduction shall be allocated among all such Holders in proportion (as nearly as
practicable) to the amount of Registrable Securities owned by each Holder at the
time of filing the registration statement and shall occur prior to any reduction
in the number of ATSB Securities to be included in such registration statement.
Each Holder desiring to include the Registrable Securities held by it in any
such registration statement shall notify the Company in writing within 15 days
after receipt of notice from the Company of its intent to file such a
registration statement. If a Holder decides not to include all of the
Registrable Securities held by it in any registration statement thereafter filed
by the Company, such Holder shall nevertheless continue to have the right to
include any Registrable Securities in any subsequent registration statement or
registration statements (other than registration statements for which the
Company has contractually agreed not to grant such rights) as may be filed by
the Company with respect to offerings of its securities (including, without
limitation a public offering made on a continuous basis pursuant to Rule 415),
all upon the terms and conditions set forth herein. 

(b)        
Selling Shareholder Information. Each Holder wishing to sell Registrable
Securities pursuant to a Registration Statement and related Prospectus agrees to
deliver a Notice and Questionnaire, in a timely manner, that confirms such
Holder's agreement to be bound by the terms of this Agreement and includes such
information regarding it and the distribution of its Registrable Securities as
is required by the rules and regulations of the Securities Act to be disclosed
by the Holder in the Registration Statement (the "Requisite Information") to the
Company prior to any intended distribution of Registrable Securities under the
Registration Statement. The Company shall not be required to include in the
Registration Statement and related Prospectus the Registrable Securities of any
Holder that does not provide the Company with a Notice and Questionnaire in
accordance with this Section 2(b). If such completed Notice and Questionnaire is
received by the Company before 10 days prior to the effective date of a
Registration Statement, such Holder shall be entitled to have its Registrable
Securities included in such Registration Statement at the effective date
thereof. If such completed Notice and Questionnaire is received thereafter, the
Company will use best efforts to include such Holder's Registrable Securities as
promptly as reasonably practicable thereafter, subject to the last two sentences
of this paragraph and Section 2(a) hereof. Subject to the last two sentences of
this paragraph and Section 2(a) hereof, the Company shall use best efforts to
file, as soon as practicable after the receipt of a Notice and Questionnaire
from any Holder that includes the Requisite Information or any changes in the
Requisite Information with respect to such Holder (including, without
limitation, any changes in the plan of distribution), a Prospectus supplement
pursuant to Rule 424 or otherwise amend or supplement such Registration
Statement to include in the Prospectus the Requisite Information as to such
Holder (and the Registrable Securities held by such Holder), and the Company
shall provide such Holder a copy of such Prospectus as so amended or
supplemented containing the Requisite Information in order to permit such Holder
to comply with the Prospectus delivery requirements of the Securities Act in a
timely manner with respect to any proposed disposition of such Holder's Registrable Securities and to file the same with the SEC. Each Holder requesting
registration hereunder shall promptly notify the Company of any material changes
to the Requisite Information contained in the Notice and Questionnaire provided
to the Company by such Holder. Notwithstanding the foregoing, following the
effective date of any Registration Statement, the Company shall not be required
to file more than one such supplement or post-effective amendment to reflect
changes in the amount of Common Stock constituting Registrable Securities held
by any particular Holder at the request of such Holder in any 30-day period. The
Company may take reasonable steps to aggregate the addition of Registrable
Securities of more than one Holder for purposes of filing amendments to any
Registration Statement or supplements to the Prospectus so as to reduce the need
for multiple amendments or supplements; provided that the Company shall not use
this sentence to delay the filing of any amendment or supplement beyond any such
30-day period. 


4 




(c)        
Material Events; Suspension of Sales. Notwithstanding the provisions
contained in this Section 2, with respect to any Registration Statement, the
Company may (for a period not to exceed 60 consecutive days, and not in any
event to exceed 90 days in the aggregate during any 12 month period) suspend use
of such Registration Statement at any time if (and for so long as) the continued
effectiveness thereof would require the Company to disclose a material
financing, acquisition, other transaction or other material non-public
information, which disclosure the Board of Directors of the Company shall have
determined in good faith is not in the best interests of the Company and the
Company's stockholders or would otherwise significantly interfere with any
material transaction being contemplated by the Company. The Company shall notify
each registered Holder, the Transfer Agent and the managing underwriters, if
any, that the use of the Prospectus is to be suspended until the Company shall
deliver a written notice that the use of the Prospectus may be resumed. During
such suspension, the use of the Prospectus shall be suspended, and the Company
shall not be required to maintain the effectiveness of, or amend or update the
Registration Statement, or amend or supplement the Prospectus. 

(d)        
Additional Agreements of Holders. Each Holder agrees not to dispose of
Registrable Securities pursuant to any Registration Statement without complying
with the prospectus delivery requirements under the Securities Act and the
provisions of paragraph (c) above regarding use of the Prospectus. Each Holder
further agrees that it will comply fully with applicable federal and state
securities laws in connection with the distribution of any Registrable
Securities pursuant to the Registration Statement. Each Holder further
acknowledges having been advised by the Company that applicable federal
securities laws prohibit Holders from trading in securities of the Company at
any time while in possession of material non-public information about the
Company. 


5 




7.     Closing
of Books. The Company will not close its shareholder books or records in any
manner which prevents the timely exercise of this Warrant. 

8.    
Transfer, Division and Combination. (a) Subject to compliance with any
applicable securities laws, transfer of this Warrant and all rights hereunder,
in whole or in part, shall be registered on the books of the Company to be
maintained for such purpose, upon surrender of this Warrant at the principal
office of the Company, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by Holder or its agent
or attorney and funds sufficient to pay any transfer taxes payable upon the
making of such transfer. Upon such surrender and, if required, such payment, the
Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination or denominations specified in such
instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall
promptly be cancelled. A Warrant, if properly assigned, may be exercised by a
new holder for the purchase of shares of Common Stock without having a new
Warrant issued. 

(b)        
This Warrant may be divided or combined with other Warrants upon presentation
hereof at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by Holder or its agent or attorney. Subject to compliance with Section
8(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for
the Warrant or Warrants to be divided or combined in accordance with such
notice. 

(c)        
The Company shall prepare, issue and deliver at its own expense (other than
transfer taxes) the new Warrant or Warrants under this Section 8. 

(d)        
The Company agrees to maintain, at its aforesaid office, books for the
registration and the registration of transfer of the Warrants. 


6 




9.    
No Rights as Shareholder until Exercise. This Warrant does not entitle
the holder hereof to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price, the Warrant Shares so purchased shall
be and be deemed to be issued to such holder as the record owner of such shares
as of the close of business on the later of the date of such surrender or
payment. 

10.    
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant certificate or any
stock certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not include the posting of any bond), and upon surrender and cancellation of
such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate. 

11.    
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday. 

12.    
Adjustments of Exercise Price and Number of Warrant Shares. (a) Stock
Splits, etc. The number and kind of securities purchasable upon the exercise of
this Warrant and the Exercise Price shall be subject to adjustment from time to
time upon the happening of any of the following. In case the Company shall: (i)
pay a dividend in shares of Common Stock or make a distribution in shares of
Common Stock to holders of its outstanding Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares of Common
Stock, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, or (iv) issue any shares of its capital stock
in a reclassification of the Common Stock, then the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior thereto shall be
adjusted so that the holder of this Warrant shall be entitled to receive the
kind and number of Warrant Shares or other securities of the Company which he
would have owned or have been entitled to receive had such Warrant been
exercised in advance thereof. Upon each such adjustment of the kind and number
of Warrant Shares or other securities of the Company which are purchasable
hereunder, the holder of this Warrant shall thereafter be entitled to purchase
the number of Warrant Shares or other securities resulting from such adjustment
at an Exercise Price per Warrant Share or other security obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number
of Warrant Shares purchasable pursuant hereto immediately prior to such
adjustment and dividing by the number of Warrant Shares or other securities of
the Company resulting from such adjustment. An adjustment made pursuant to this
paragraph shall become effective immediately after the effective date of such
event retroactive to the record date, if any, for such event. 

(b)        
Reorganization, Reclassification, Merger, Consolidation or Disposition of
Assets. In case the Company shall reorganize its capital, reclassify its
capital stock, consolidate or merge with or into another corporation (where the
Company is not the surviving corporation or where there is a change in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or otherwise dispose of all or substantially all its property, assets or
business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then Holder shall have the right thereafter to receive, upon
exercise of this Warrant, the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of shares of
Common Stock for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 12.
For purposes of this Section 12, "common stock of the successor or acquiring
corporation" shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 12 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets. 


7 




13.    
Notice of Adjustment. Whenever the number of Warrant Shares or number or
kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by registered or certified mail, return receipt requested, to the
holder of this Warrant notice of such adjustment or adjustments setting forth
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise Price of such Warrant Shares (and
other securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made. Such notice, in the absence of
manifest error, shall be conclusive evidence of the correctness of such
adjustment. 

14.     Notice
of Corporate Action. If at any time: 

(a)        
the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a dividend or other distribution, or any
right to subscribe for or purchase any evidences of its indebtedness, any shares
of stock of any class or any other securities or property, or to receive any
other right, or 


8 




(b)        
there shall be any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any consolidation or
merger of the Company with, or any sale, transfer or other disposition of all or
substantially all the property, assets or business of the Company to, another
corporation or, 

(c)        
there shall be a voluntary or involuntary dissolution, liquidation or winding up
of the Company; 

then, in any one or more of such cases, the
Company shall give to Holder (i) at least 5 business days' prior written notice
of the date on which a record date shall be selected for such dividend,
distribution or right or for determining rights to vote in respect of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 5 business days'
prior written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, the date on which the holders of Common Stock shall be entitled to any
such dividend, distribution or right, and the amount and character thereof, and
(ii) the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which
the holders of Common Stock shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such disposition,
dissolution, liquidation or winding up. Each such written notice shall be
sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with Section
16(d). 

15.    
Authorized Shares. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the principal market
upon which the Common Stock may be listed. 

The Company shall not
by any action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder against impairment. Without limiting
the generality of the foregoing, the Company will (a) not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above
the amount payable therefor upon such exercise immediately prior to such
increase in par value, (b) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the exercise of this Warrant, and
(c) use commercially reasonable efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Company to perform its obligations
under this Warrant. 


9 




Upon the request of
Holder, the Company will at any time during the period this Warrant is
outstanding acknowledge in writing, in form reasonably satisfactory to Holder,
the continuing validity of this Warrant and the obligations of the Company
hereunder. 

Before taking any
action which would cause an adjustment reducing the current Exercise Price below
the then par value, if any, of the shares of Common Stock issuable upon exercise
of the Warrants, the Company shall take any corporate action which may be
necessary in order that the Company may validly and legally issue fully paid and
non-assessable shares of such Common Stock at such adjusted Exercise Price.


Before taking any
action which would result in an adjustment in the number of shares of Common
Stock for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof. 

16.     
Miscellaneous. 

(a)        
Jurisdiction. This Warrant shall be binding upon any successors or
assigns of the Company. This Warrant shall constitute a contract under the laws
of Delaware without regard to its conflict of law, principles or rules. 


(b)        
Restrictions. The holder hereof acknowledges that the Warrant Shares
acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state and federal securities laws. 


(c)        
Non-waiver and Expenses. No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice Holder's rights, powers or remedies,
notwithstanding all rights hereunder terminate on the Termination Date. If the
Company fails to comply with any provision of this Warrant, the Company shall
pay to Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys' fees, including
those of appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder. 

(d)        
Notices. Any notice, request or other document required or permitted to
be given or delivered to the holder hereof by the Company shall be in writing
and mailed, first-class postage prepaid, to such holder's address as indicated
in the subscription agreement pursuant to which this Warrant was purchased.


(e)        
Limitation of Liability. No provision hereof, in the absence of
affirmative action by Holder to purchase shares of Common Stock, and no
enumeration herein of the rights or privileges of Holder hereof, shall give rise
to any liability of Holder for the purchase price of any Common Stock or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company. 


10 




(f)        
Remedies. Holder, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Warrant and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate. 

(g)        
Successors and Assigns. Subject to applicable securities laws, this
Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the successors
and permitted assigns of Holder. The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares. 

(h)        
Indemnification. The Company agrees to indemnify and hold harmless Holder
from and against any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, attorneys' fees, expenses and
disbursements of any kind which may be imposed upon, incurred by or asserted
against Holder in any manner relating to or arising out of any failure by the
Company to perform or observe in any material respect any of its covenants,
agreements, undertakings or obligations set forth in this Warrant; provided,
however, that the Company will not be liable hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, attorneys' fees, expenses or disbursements are found in a final
non-appealable judgment by a court to have resulted from Holder's negligence,
bad faith or willful misconduct in its capacity as a stockholder or warrant
holder of the Company. 

(i)        
Amendment. This Warrant may be modified or amended or the provisions
hereof waived with the written consent of the Company and the Holder. 


(j)        
Severability. Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant. 

(k)        
Headings. The headings used in this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.



11 




IN WITNESS WHEREOF, the Company has
caused this Warrant to be executed by its officer thereunto duly authorized.


Dated this ____ day of December, 2007 

	 	Colombia Goldfields Ltd.
	 	 
	 	 
	
    By:
	 
	 	
    James Kopperson, Chief Financial Officer


12




NOTICE OF EXERCISE 

To:     Colombia Goldfields Ltd. 


(1) 

The
undersigned hereby elects to purchase ________ shares of Common Stock (the
"Common Stock"), of Colombia Goldfields Ltd. pursuant to the terms of the
attached Warrant, and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any. 

(2) 

The undersigned
certifies as follows (check one box): 

A    
[   ] 

The
undersigned is not a "U.S. person", within the meaning of Regulation S under the
U.S. Securities Act of 1933, as amended (the "1933 Act"), and is not exercising
this Warrant on behalf of any U.S. person. 

B    
[   ] 

The
undersigned is the original purchaser of the attached Warrant and is an
institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act of 1933, as amended. 

C    
[   ] 

The
undersigned has provided an opinion of counsel of recognized standing to the
Company stating that the attached Warrant and Common Stock have been registered
under the 1933 Act or are exempt from registration thereunder. 

(3) 

Please issue a
certificate or certificates representing said shares of Common Stock in the name
of the undersigned or in such other name as is specified below: 


  
  	 
	
      (Name)
	 
	
      (Address)
	 
	 
	
      Social Security or Tax Identification Number


  


 

	Dated:                                                                                      
                        
    	 
	 	 
	 	
    Signature
	 	 
	 	
    Print Name






ASSIGNMENT FORM


(To assign the foregoing warrant, execute

this form and supply required information. 

Do not use this form to exercise the warrant.)



FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to




_______________________________________________ whose address is


_______________________________________________________________.

 


_______________________________________________________________


Dated:  ______________, _______





 


Holder's Signature:


_____________________________






Holder's Address:


_____________________________






_____________________________






Signature Guaranteed:  ___________________________________________






NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company.  Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.