SOURCE: Colorado Goldfields Inc.

Colorado Goldfields Inc.

February 20, 2009 09:50 ET

Symbol Change: CGFIA.OB, Minority Shareholders RULE! Colorado Goldfields Inc. Issues B Shares and B Warrants Exclusively to Beneficial Owners

LAKEWOOD, CO--(Marketwire - February 20, 2009) - Colorado Goldfields Inc. (OTCBB: CGFIA) announced today the issuance of restricted Class B Common Stock and Class B Warrants to all beneficial owners of Class A Common Stock as of the mandatory effective date of February 25, 2009 in accordance with the Company's instructions set forth in the Company's Transfer Agent's Transmittal Letter.

Note: Symbol change: CGFIA.OB

The Company recently reported gold assay results. "Gold analytic measurements are 100 times that of standard exploratory drilling, which confirms gold in new unexplored ground," speaking of the Company's Gold King Mine Extension exploration drilling program of 2008, said Lee R. Rice, President and CEO of Colorado Goldfields Inc.

Effective today, February 20, 2009 in a reclassification, all current shareholders of Colorado Goldfields Inc. Common shares will receive Class A Common Stock CUSIP 19647Y302 either through Depository Trust & Clearing Corporation ("DTC") or by certificate surrender to the Company's Transfer Agent in accordance with the Company's Transfer Agent's transmittal letter.

BROKER ALERT! All brokers whose customers own Class A Common Stock as beneficial owner shareholders of Colorado Goldfields Inc. are hereby instructed to present their respective lists of named beneficial Class A Common Stock owners (include shareholder legal name, complete street address, landline telephone number, email address (if available), and number of Class A Common Stock shares beneficially owned) to the Company's Transfer Agent via email cbell@corporatestock.com or fax# 303-282-5800 by 3:30 p.m. MST on Wednesday, February 25, 2009. Brokers who make late presentment of their respective beneficial owners' lists that is, after the mandatory effective date of February 25, 2009 are required to provide a supplemental statement indicating the reasonable basis for such delay. All brokers' beneficial owners lists must reconcile with records on file with DTC before Class B Common Stock shares and Class B Common Stock Warrants will be issued in the name of such beneficial owners.

Each Company Class A Common Stock beneficial owner shall receive Class B Common Stock restricted shares on the basis of four Class A Common Stock shares: one Class B Common Stock restricted share plus one Class B Warrant. All Company Class B Common Stock restricted shares shall enjoy two votes per share. The Class B Common Stock Warrant shall be exercisable for one year @ $.50/share. Class B Common Stock shares and Class B Warrants are issued pursuant to Rule 144.

SHAREHOLDER ALERT! All Colorado Goldfields Inc. beneficial owners of Class A Common Stock who hold their shares in a brokerage account should contact their broker forthwith to confirm that their broker has timely sent their beneficial ownership information to The Company's Transfer Agent as described above.

Certificated shareholders and brokers on behalf of beneficial owners will receive instructions directly from the Company's Transfer Agent.

Colorado Goldfields Inc.'s Class B Common Stock certificates and Class B Warrant certificates (in substainlly the same form), shall bear 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 B COMMON STOCK EVIDENCED BY THIS CERTIFICATE AND ASSIGNED CUSIP
19647Y500, 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
IN ISSUER'S CLASS A COMMON STOCK CUSIP 19647Y302 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 IN ISSUER'S CLASS A COMMON STOCK.
Questions regarding the Company's issuance of Class B Common Stock and Class B Warrants 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.


About Colorado Goldfields Inc.

Colorado Goldfields Inc. (OTCBB: 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 Fact Sheet in PDF format at http://www.cologold.com/s/pdfs/CGFIFactSheet.pdf. An audio presentation of the Company's 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