1344394--11/26/2008--COLORADO_GOLDFIELDS

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Our only interest relating to a mining property is an option to acquire various mining claims, the feasibility of which has not been established as we have not completed exploration or other work necessary to determine if it is commercially feasible to acquire and develop the property. We may never find commercially viable gold or other reserves. We will require significant additional capital to continue our exploration activities, and, if warranted, to develop mining operations. Historical production of gold at the San Juan Properties may not be indicative of the potential for future development or revenue. Fluctuating gold, metal and mineral prices could negatively impact our business plan. Reclamation obligations on the San Juan Properties and our Mill could require significant additional expenditures. Title to mineral properties can be uncertain, and we are at risk of loss of ownership of our property. Our ongoing operations and past mining activities of others are subject to environmental risks, which could expose us to significant liability and delay, suspension or termination of our operations. The San Juan Properties which we have under option are subject to royalties on production. Weather interruptions in the San Juan County, Colorado area may delay or prevent exploration on the San Juan Properties Our industry is highly competitive, attractive mineral lands are scarce and we may not be able to obtain quality properties. We depend on our Interim Chief Executive Officer and Chief Financial Officer and the loss of these individuals could adversely affect our business. The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses that could materially and adversely affect our operations. Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations on our mining property. We do not insure against all risks to which we may be subject in our planned operations. Risks Associated with Our Common Stock in General Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares. Our stock is a penny stock. Trading of our stock may be restricted by the SEC s penny stock regulations and the FINRA s sales practice requirements, which may limit a stockholders ability to buy and sell our stock. FINRA sales practice requirements may also limit a stockholders ability to buy and sell our stock. A small number of existing shareholders own a significant portion of our common stock, which could limit other shareholders ability to influence the outcome of any shareholder vote. We have never paid a cash dividend on our common stock and we do not anticipate paying any in the foreseeable future. The sale of our common stock by the selling shareholders may depress the price of our common stock due to the limited trading market which exists. We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters. If our Standby Equity Distribution Agreement becomes effective, draws on the agreement may have various adverse effects on us and the market for our common stock

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1344394--11/26/2008--COLORADO_GOLDFIELDS_INC.