SOURCE: Colorado Goldfields Inc.

Colorado Goldfields Inc.

November 01, 2011 08:00 ET

Colorado Goldfields Inc. and American Sierra Gold Execute Merger MOU -- Stockholder Base Increases to 15,000 Shareholders; Company's 4th Acquisition in Major Roll-Up Plan

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LAKEWOOD, CO--(Marketwire - Nov 1, 2011) - Colorado Goldfields Inc. (OTCQB: CGFIA) (PINKSHEETS: CGFIA) announced today that as part of the Company's roll-up growth strategy, CGFI has entered into a Memorandum of Understanding ("MOU"), with American Sierra Gold Corp ("American Sierra"). The MOU, which provides for customary due diligence, intends to make American Sierra a wholly owned subsidiary of Colorado Goldfields Inc. Existing shareholders of American Sierra will receive a ratio of Colorado Goldfields Class A shares in exchange for their American Sierra shares.

American Sierra Gold Corp. incorporated in Nevada on January 30, 2007. They are focused on the acquisition, exploration, development, mining, and production of precious metals, with emphasis on gold and silver. The Company's plan of operation is to conduct mineral exploration activities in order to assess whether the sites possesses mineral deposits of gold or other precious metals in commercial quantities, capable of commercial extraction.

The Board of Directors of American Sierra view this merger as an opportunity to join forces with a company that has similarly aligned goals and values, and is farther down the execution road. Aside from the obvious economies of scale, the synergistic benefit is very high.

"We are as a company looking forward with great enthusiasm to joining forces with Colorado Goldfields toward accessing Colorado Goldfields' existing and new mining exploration and development opportunities as well as the outstanding value-add presented by the much anticipated near term launch of The Pride of the West Mill," stated James Vandeberg, President and CEO of American Sierra Gold.

"Colorado Goldfields believes that this merger is advisable, and is in the best interests of the Company and its stockholders. The broader shareholder base will increase the attractiveness of the Company in the investment community and bring an increasing level of liquidity and trading efficiency to Colorado Goldfields' stock. Market capitalization will increase. Furthermore, the addition of shareholders will be anti-dilutive since net loss per share will decline. Historically, it is expected that the shareholder value of the firm after merger would be greater than the sum of the shareholder values of the independent companies," stated C. Stephen Guyer, Company CFO.

In his American Finance Association Presidential Address, Robert C. Merton proposed, "... an increase in the firm's investor base will reduce the firm's cost of capital and increase the market value of the firm. Thus... managers of the firm have an incentive to expand the firm's investor base."

The MOU sets February 29, 2012 as the date by which the transaction shall be completed.

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About Colorado Goldfields Inc.
Colorado Goldfields Inc. (OTCQB: CGFIA) (http://www.cologold.com) is a Denver-based junior exploration and mining company primarily exploring for gold and silver. Our seasoned management team targets historic gold camps with strong potential for multiple deposit discoveries. Currently, our business model in Colorado provides an outstanding combination of former producing properties with excellent exploration and production potential and a currently inactive, modern, up to 700 ton per day capacity mill facility to allow for an attractive short-term production time frame. We expect that this strategic plan will allow Colorado Goldfields to reach its goal of profitability, potentially within the next 18 months.

The Company has made available a current CGFIA Fact Sheet in PDF format at http://www.cologold.com/uploads/CGFIFactSheet.pdf.

Notice regarding forward-looking statements
This news release may contain forward-looking statements or information within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements or information includes statements regarding the expectations and beliefs of management. Forward-looking statements or information include, but are not limited to, statements or information with respect to known or unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Forward-looking statements or information are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, risks and uncertainties relating to obtaining financing to meet the Company's exploration program and operating costs during its exploratory stage, the interpretation of exploration results and the estimation of mineral resources and reserves, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, accidents, equipment breakdowns, title matters, or other unanticipated difficulties with or interruptions in production and operations, the potential for delays in exploration or development activities or the completion of feasibility studies, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, regulatory restrictions, including the inability to obtain mining permits and environmental regulatory restrictions and liability, the speculative nature of mineral exploration, dilution, competition, loss of key employees, and other risks and uncertainties, including those described under "Risk Factors" in the Company's Annual Report on Form 10-KSB filed on December 27, 2007, and as amended on March 3, 2008, which is on file with the Securities and Exchange Commission, as well as the Company's other SEC filings. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. The Company does not undertake any obligation to release publicly revisions to any "forward-looking statement," to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as is required under applicable securities laws.

Cautionary note to U.S. Investors -- The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms on this website (or press release), such as "measured," "indicated," and "inferred" "resources," which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. U.S. Investors are urged to consider closely the disclosures in our 10-KSB which may be secured from us, or from the SEC's website at http://www.sec.gov/edgar.shtml. This press release may contain information about adjacent properties on which we have no right to explore or mine. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. Investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties.

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