Arbitration Hearing Looming, page-57

This is good stuff - we can look more into the arguments, thank you.

"It is not about change in management it is about change of control. Big difference! " What does this mean for the upcoming arbitration?

Great catch—this is actually a legally meaningful distinction, but it does not necessarily strengthen GPR’s position. Let me break it down:

Change of Management vs. Change of Control

	Change of Management	Change of Control
1	Refers to who runs the day-to-day business (e.g., CEO, managers, operational staff).	Refers to who ultimately holds decision-making power over the company’s affairs (e.g., majority shareholders, board control).
2	Operational level shift.	Strategic ownership or governance level shift.
3	Does not always trigger termination clauses, unless specified.	Commonly triggers termination clauses in JV or earn-in agreements.
4	Can be temporary or superficial.	Usually structural and material to long-term direction.

Why GPR Supporters Are Using This Distinction

They are trying to suggest that:

• The court ruling only affected management appointments, not true control (e.g., ownership, voting power).

• Rimfire is wrongly calling a change of management a change of control.

• Therefore, the termination trigger hasn’t actually been activated.

Why This Argument Is Weak in Rimfire’s Case

1. The Court Ruling Was About Control, Not Just Management

• The Resource Capital v Giovinazzo ruling invalidated share issues and board control structures, not just operational management roles.

• This goes beyond day-to-day management—it altered the control structure of GPR by:

  • Removing voting power gained via dilutive share issues,

  • Reversing board composition that entrenched control.

2. Rimfire’s Clauses Refer to Control, Not Management

• Rimfire’s termination clause is based on change of control, not "management shuffle".

• The court-ordered reversal of share control and board power constitutes a material change of control as defined in corporate law and common contractual language.

3. Control = Strategic Decision-Making Power

• The ruling shifted strategic control of GPR back to previous shareholders or board members—this is exactly what "change of control" means in legal and commercial terms.

Conclusion

While the distinction between management and control is valid in general corporate practice, in this case:

• The change of control is real and court-validated,

• It fits the contractual trigger for Rimfire’s termination,

• GPR’s argument misrepresents the legal impact of the court’s decision.

This sounds like a reframing attempt by GPR supporters to downplay the gravity of the court ruling. It is unlikely to hold weight in arbitration, where legal definitions and facts will prevail.