UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Expires: June 30, 2012
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   o None Entity Type
0001465103
BrazAlta Resources Corp.
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  Canacol Energy Ltd.
Jurisdiction of Incorporation/Organization
ALBERTA, CANADA
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
  Canacol Energy Ltd.  
Street Address 1 Street Address 2
  2110, 333-7th Avenue SW  
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
  CALGARY   ALBERTA, CANADA   T2P 2Z1   403-561-1648  



3. Related Persons
Last Name First Name Middle Name
Gamba Charle
Street Address 1 Street Address 2
5835 Candlewood Lane
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77057
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Hearst Brian
Street Address 1 Street Address 2
3819 Elbow Drive SW
City State/Province/Country ZIP/Postal Code
Calgary ALBERTA, CANADA T2S 2J9
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Hibberd Michael
Street Address 1 Street Address 2
24226 Aspen Drive SW
City State/Province/Country ZIP/Postal Code
Calgary ALBERTA, CANADA T2R 1A4
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Barrera Alvaro
Street Address 1 Street Address 2
Calle 75 No. 7-21 Apt. 302
City State/Province/Country ZIP/Postal Code
Bogota COLOMBIA 00000
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
 
Last Name First Name Middle Name
Hensman Stuart
Street Address 1 Street Address 2
155 University Ave. Suite 1900
City State/Province/Country ZIP/Postal Code
Toronto ONTARIO, CANADA M5H 3B7
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Bednar Jason
Street Address 1 Street Address 2
3536 - 8th Ave NW
City State/Province/Country ZIP/Postal Code
Calgary ALBERTA, CANADA T2N 1C9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Winter David A.
Street Address 1 Street Address 2
1510, 734 - 7th Ave SW
City State/Province/Country ZIP/Postal Code
Calgary ALBERTA, CANADA T2N 1C9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Baena Luis
Street Address 1 Street Address 2
Torre C, Oficina 309 Cable 100 No. 8A - 55
City State/Province/Country ZIP/Postal Code
Bogota COLOMBIA 00000
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
 
Last Name First Name Middle Name
Wong-Chor Trevor
Street Address 1 Street Address 2
Suite 1000 250 - 2nd Street SW
City State/Province/Country ZIP/Postal Code
Calgary ALBERTA, CANADA T2P 0C1
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance o Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  x Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
x $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
o Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506
o Rule 504 (b)(1)(ii) o Securities Act Section 4(6)
o Rule 504 (b)(1)(iii) o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale   2010-07-16 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests o Equity
o Tenant-in-Common Securities x Debt
o Mineral Property Securities o Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o Other (describe)
   


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
 
Clarification of Response (if Necessary)  
   

11. Minimum Investment
Minimum investment accepted from any outside investor $   0   USD

12. Sales Compensation
Recipient Recipient CRD Number o None
  Canaccord Financial (USA) Inc.   7449
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  Suite 2200   609 Granville Street
City State/Province/Country ZIP/Postal Code
  Vancouver   BRITISH COLUMBIA, CANADA   V7Y 1H2
State(s) of Solicitation o All States o Foreign/Non-US
  OKLAHOMA
  NEW YORK
  TEXAS
  CONNECTICUT
 
 



13. Offering and Sales Amounts
Total Offering Amount $   7917920   USD o Indefinite
Total Amount Sold $   7917920   USD  
Total Remaining to be Sold $   0   USD o Indefinite
 
Clarification of Response (if Necessary)
  8.00% convertible unsecured subordinated debentures maturing June 30, 2015


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 8


15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $   356306   USD o Estimate
Finders' Fees $   0   USD o Estimate
 
Clarification of Response (if Necessary)
  Agent received a commission of 4.5% of gross proceeds


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $   0   USD o Estimate
 
Clarification of Response (if Necessary)
   

Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission  
  In submitting this notice, each Issuer named above is:  
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
 
  Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
  For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Canacol Energy Ltd. /s/ Trevor Wong-Chor Trevor Wong-Chor Corporate Secretary 2010-07-28