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Section 1 – Registrant’s Business and Operations

 

Item 1.01.  Entry into a Material Definitive Agreement.

 

As previously disclosed in the Current Report on Form 8-K filed by Red Mile Entertainment, Inc. (“Red Mile”) on January 6, 2009 with the Securities and Exchange Commission (the “Commission”), Red Mile entered into a Standstill Agreement (the “Standstill Agreement”) with SilverBirch Inc., an Ontario (Canada) corporation (“SilverBirch”). A copy of the Standstill Agreement was filed as Exhibit 10.1 to Red Mile’s Current Report on Form 8-K filed with the Commission on January 6, 2009.  

On March 19, 2009, Red Mile and SilverBirch entered into an amendment of the Standstill Agreement (the “Amendment”) pursuant to which Red Mile’s obligations to pay SilverBirch were modified from those reported in the Current Report on Form 8-K filed by Red Mile on January 6, 2009.  Under the terms of the Amendment, Red Mile has agreed to pay SilverBirch the following amounts in Canadian Dollars on the following dates:

(1)	$50,000 upon execution of the Standstill Agreement;

(2)	$225,000 on the earlier of: (i) Red Mile achieving certain development milestones in connection with development of its Heroes Over Europe game and receiving the next co-publishing installment payment from its co-publishing partner; and (ii) February 6, 2009;

(3)	$90,000 on or before March 20, 2009; and

(4)	$235,000 on the earlier of: (i) Red Mile signing a publishing agreement in connection with another game it has under development; and (ii) April 20, 2009.

Section 2 – Financial Obligations