Colombia Goldfields Ltd Watch

from S-1 14 pages This Warrant and the Securities Issuable Upon Exercise Hereof Have Not Been Registered Under the United States Securities Act of 1933, as Amended (The “U.S. Securities Act”), or the Securities Laws of Any State of the United States. This Warrant May Not Be Exercised Unless an Exemption From the Registration Requirements of the U.S. Securities Act Is Available And, Unless the Holder Is or Is Exercising on Behalf of the Original Holder and Is (And Any Original Holder on Whose Behalf the Warrants Are Being Exercised Also Is) an Accredited Investor as Defined in Rule 501(a) of Regulation D Under the U.S. Securities Act, the Holder Has Delivered an Opinion of Counsel in Form and Substance Satisfactory to the Corporation to Such Effect. Unless Permitted Under Securities Legislation, the Holder of This Security Must Not Trade the Security or Any Securities Issuable on the Exercise Thereof on or Before October 19, 2008