SOURCE: Colorado Goldfields Inc.

 

LAKEWOOD, CO--(Marketwire - January 13, 2009) - Colorado Goldfields Inc.'s (OTCBB: CGFIA) Chief Financial Officer Stephen Guyer proclaims, "'Shock and Awe' is a military doctrine based on the use of dominant battlefield awareness, dominant maneuvers, and spectacular displays of force to paralyze an adversary's perception of the battlefield and destroy its will to fight. We chose this program to reinforce shareholder value in face of the reality of tactical short interests in today's market."

Colorado Goldfields Inc.'s Board of Directors, following a series of conferences with legal, management and operations level representatives at the DTCC, NASDAQ, and FINRA, approved on January 12, 2009 and submitted to NASDAQ a corporate action filing which upon acceptance and on the effective date, Colorado Goldfields Inc. will order all common stock shares outstanding bearing CUSIP number 19647Y203 be surrendered to the Company's Transfer Agent in certificate form evidencing beneficial ownership. Upon surrender of the common shares in certificate form bearing CUSIP number 19647Y203, said CUSIP number shall be retired and replaced by a new CUSIP number assigned to the Company's Class A common shares.

Colorado Goldfields Inc. Class A common shares shall be issued together with a non-detachable warrant for two Class A warrant shares exercisable for a term of three years at $0.20 per share. Class A warrant shares shall bear a CUSIP number distinct from Class A common shares.

Upon proper surrender of Colorado Goldfields Inc. common shares in certificate form evidencing beneficial ownership bearing CUSIP number 19647Y203, shareholders shall receive Colorado Goldfields Inc. Class A common shares, one Class A common share for each common share properly surrendered together with a non-detachable Class A warrant representing two Class A common warrant shares for every 20 Class A common shares received. Furthermore, that same shareholder shall receive Colorado Goldfields Inc. Class B common shares, one share for every 10 Class A common shares received together with a detachable Class B warrant representing one Class B common share for each Class B common share received, exercisable for a term of two years at $0.10 per share.

Colorado Goldfields Inc. Class B common shares shall be restricted under Rule 144. Class B warrant shares shall be restricted under Rule 144. Colorado Goldfields Inc. Class B common shares and Class B warrant shares shall bear the same CUSIP number.

Colorado Goldfields Inc.'s Class A and Class B common stock certificates shall bear the following Notice:

COLORADO GOLDFIELDS INC. STOCK CERTIFICATE AND UNDERLYING COMMON SHARES
OFFICIALLY ASSIGNED CUSIP NUMBER __________ PURSUANT TO THE APPLICABLE
PROVISIONS, AND UNDER THE RESPECTIVE PENALTIES AND SANCTIONS OF THE
SECURITIES EXCHANGE ACT OF 1934 TOGETHER WITH COMPLIANCE RULES AND
REGULATIONS PROMULGATED THEREUNDER IN CONNECTION WITH THE SETTLEMENT OF
ALL OPEN "FAILS TO DELIVER" IN DESIGNATED RETIRED CUSIP NUMBER 19647Y203
MAY NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED, REHYPOTHECATED, PLEDGED IN
A BUY-IN, SHARE BORROW, OR USED AS SHARES TO CLOSE, OR IN ANY MANNER
OFF-SET ANY OPEN "FAILS TO DELIVER," OR BE DEPOSITED OR TRANSFERRED IN
FULFILLMENT OF AN INTRA BROKER/DEALER ELECTRONIC BOOK ENTRY OR INTER
BROKER/DEALER TRANSACTION INCLUDING "SHARES DUE BILL" OF COLORADO
GOLDFIELDS INC. COMMON SHARES DESIGNATED RETIRED CUSIP NUMBER 19647Y203.
BROKER/DEALERS AND ALL COMPLIANCE OFFICER INQUIRIES REGARDING THIS MATTER
ARE REFERRED TO THE OFFICE OF GENERAL COUNSEL FINRA (202) 728-8416.

For example, if a shareholder surrenders in certificate form evidencing beneficial ownership 100 common shares of Colorado Goldfields Inc. bearing CUSIP number 19647Y203, that shareholder will receive 100 Colorado Goldfields Inc. Class A common shares with 5 non-detachable Class A warrants exercisable for 10 Class A common warrant shares, and will receive in addition 10 Class B common shares with 10 detachable Class B warrants exercisable for 10 Class B common shares.

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.