Colombia Energy Resources, Inc. (OTCPK:CERX) announced a private placement of 15% secured promissory notes due January 18, 2014 and warrants to a limited number of accredited investors for gross proceeds of $500,000 on January 18, 2013. The company expects minimum proceeds of $200,000 from the transaction. The notes will be issued at a discount of 5% of the face value. The notes carry an interest of 15% per annum and will be calculated on the basis of a 365 day year and shall be payable in cash, common shares or a combination of cash and common shares, in the company's discretion, at maturity. The warrants will acquire 39,912,981 shares of the company's common stock at an exercise price of $0.01 per share. The warrants don't carry an expiration date. For every $100,000 principal amount of notes purchased, the subscribers shall receive warrants to purchase 7,982,596.2 shares of common Stock of the company. Returning investor Steelhead Navigator Master, L.P., a fund managed by Steelhead Partners LLC will subscribe for notes for gross proceeds of $105,000 and warrants to purchase 8,381,725 shares. No underwriting discounts or commissions were paid in connection with the transaction.

The company closed the first tranche of the transaction on the same date for proceeds of $220,000 and issued an aggregate of 17,561,711 warrants to existing investors Odyssey Reinsurance Company, Steelhead Navigator Master, L.P., a fund managed by Steelhead Partners LLC and another investor. The securities were issued pursuant to Regulation D. The company issued three notes, two of which are deemed material to the company.