SOURCE: Colorado Goldfields Inc.

Colorado Goldfields Inc.

February 17, 2009 08:00 ET

Colorado Goldfields Inc. Naked Short Squeeze Continues

LAKEWOOD, CO--(Marketwire - February 17, 2009) - Colorado Goldfields Inc. (OTCBB: CGFI) received final effective date approval from NASDAQ for the February 9, 2009 announcement of the Company's share reclassification and exchange. The effective date is February 20, 2009.

All current shareholders of Colorado Goldfields Inc. Common shares on the effective date will receive Class A Common Stock CUSIP 19647Y302 either through DTC or by certificate surrender to the Company's Transfer Agent in accordance with the Transfer Agent's transmittal letter which will be sent to all shareholders of record together with DTC shareholders as soon as reasonably possible.

Class A Common Stock certificates contain the following Notice.

PENALTIES AND SANCTIONS REGARDING OPEN FAILS TO DELIVER IN COLORADO GOLDFIELDS INC. COMMON SHARES

SECURITIES AND EXCHANGE ACT OF 1934, ANTI-FRAUD RULE 17 CFR 242.10B-21

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AND APPLICABLE RULES AND REGULATIONS PROMULGATED THEREUNDER REGARDING "SHORT SALES," THE ISSUER'S CLASS A COMMON STOCK EVIDENCED BY THIS CERTIFICATE AND ASSIGNED CUSIP NUMBER 19647Y302, MAY NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED, REHYPOTHECATED, PLEDGED IN A BUY-IN, SHARE BORROW, OR USED AS SHARES TO CLOSE, TO FILL, OR OFF-SET ANY OPEN "FAILS TO DELIVER," RESULTING FROM SHORT SALE TRANSACTIONS OCCURRING PRIOR TO THE ISSUANCE OF THE ISSUER'S CLASS A COMMON STOCK IN COLORADO GOLDFIELDS INC. COMMON SHARES DESIGNATED RETIRED CUSIP NUMBER 19647Y203, NOR BE DEPOSITED OR TRANSFERRED IN FULFILLMENT OF AN INTRA OR INTER BROKER/DEALER ELECTRONIC BOOK ENTRY, INCLUDING "SHARES DUE BILL" RESULTING FROM SHORT SALE TRANSACTIONS OCCURRING PRIOR TO THE ISSUANCE OF THE ISSUER'S CLASS A COMMON STOCK.

Questions regarding all share exchange procedural matters will be handled by the Company's Transfer Agent. All shareholders and others should contact Carylyn K. Bell, President of Corporate Stock Transfer, at (303) 282-4800.

The Company will also issue Class B Common Stock and Class B Warrants in the near future to beneficial owners only. "We are pursuing a number of potential merger opportunities that provide significant funding for our mining operations. To prepare for a merger, we will establish more than one class of common shares with distinct voting rights as protection for our minority shareholders," stated C. Stephen Guyer, CFO of Colorado Goldfields Inc.

Today the Company filed a registration withdrawal (RW) with the Securities and Exchange Commission regarding the Company's S-1 Registration Statement originally filed on October 15, 2008, registering the Company's common shares (which did not contemplate the present share reclassification), under a Standby Equity Distribution Agreement ("SEDA") originally entered into on August 29, 2008 with YA Global Investments, LP ("YA") and Yorkville Advisors, LLC, its Investment Manager. In conjunction with the RW filing, the Company noticed YA of the cancellation of the approximately 2 million restricted common shares (includes share dividend) originally issued to YA as retainer shares required under the terms of the SEDA. In late December 2008, YA management assured the Company that YA would accede to the cancellation of the retainer shares should the SEDA be withdrawn.

About Colorado Goldfields Inc.

Colorado Goldfields Inc. (OTCBB: CGFI) (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 CGFI Fact Sheet in PDF format at http://www.cologold.com/s/pdfs/CGFIFactSheet.pdf. An audio presentation of the CGFI 2009 business plan is available on the web at http://www.cologold.com/s/multimedia/audiopresentation.wmv. The most recent live investor conference (of September 4, 2008), is available at http://www.cologold.com/s/audio/CGFI_Live_Investor_CC.wma.

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.

Contact Information

  • Contact:
    Brad Long
    Director of Investor Relations
    Colorado Goldfields Inc.
    866-579-2434 or 303-984-0524
    10920 W. Alameda Avenue, Suite 207, Lakewood, CO 80226
    http://www.cologold.com