0001362310-08-004996 Sample Contracts

STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • September 4th, 2008 • Colorado Goldfields Inc. • Metal mining • New Jersey

THIS AGREEMENT dated as of the 29th day of August 2008 (the “Agreement”) between YA GLOBAL INVESTMENTS, L.P., a Cayman Islands exempt limited partnership (the “Investor”), and COLORADO GOLDFIELDS INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 4th, 2008 • Colorado Goldfields Inc. • Metal mining • Nevada

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 29, 2008, by and between COLORADO GOLDFIELDS INC., a Nevada corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P., (the “Investor”).

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