Here is the latest AI assessment, very interesting analysis.Key...

Here is the latest AI assessment, very interesting analysis.

Key Factors Likely to Influence Arbitration

1. Clear Contractual Language: Change of Control Clause

Rimfire has publicly stated that the earn-in agreements contained a clause allowing termination in the event of a change in control of GPR. If this clause is:

• Clearly worded (e.g., defines “control” as voting power or board composition),

• And not disputed as ambiguous or unenforceable,

…it gives Rimfire a strong legal footing. Arbitrators tend to uphold well-defined contractual terms.

2. Supreme Court Judgment as Evidence

The Resource Capital Ltd v Giovinazzo [2024] VSC 548 judgment found oppressive conduct and nullified share issuances and board appointments, effectively altering GPR’s control structure.

This means Rimfire has an independent, judicially validated event (not self-declared) as the basis for invoking the termination clause. That’s a compelling fact in arbitration.

3. Golden Plains’ Counterarguments

GPR has already issued a dispute notice and might argue:

• The termination was opportunistic or made in bad faith (e.g., using the court ruling as a pretext to regain full control of valuable projects).

• The change of control clause was not properly triggered (e.g., arguing the judgment did not cause a “real” or “material” change in ownership/control as defined in the agreement).

• Rimfire did not follow correct notice procedures or acted unreasonably.

But Rimfire has proactively documented its position and legal advice, and even offered arbitration consolidation and undertakings (like not selling project assets), which shows it’s acting with procedural fairness.

4. Timing and Status of Earn-In

Rimfire terminated both agreements before GPR earned any interest. That matters. Arbitrators will likely take the view that GPR:

• Took the commercial risk of not earning a stake until hitting specific milestones.

• Had no equity to protect—only sunk costs (which the contract says are non-refundable upon termination for cause).

This limits GPR’s potential for compensation unless they can prove Rimfire’s actions breached good faith or procedural obligations.

5. Rimfire’s Precedent and Positioning

Rimfire has made measured public disclosures, not accusing GPR of wrongdoing beyond quoting the court decision. They:

• Avoided inflammatory claims,

• Allowed time for GPR responses,

• Offered arbitration, and

• Voluntarily held project assets without encumbrance.

This likely strengthens Rimfire’s credibility in arbitration.

Probable Outcome Scenarios

Scenario	Description	Likelihood
✅ Rimfire Wins Clean Termination	Arbitrators uphold the change of control clause and find the terminations valid. GPR walks away with no stake or reimbursement.	High
Partial Victory for GPR	Arbitrators uphold termination but award partial reimbursement of GPR’s sunk costs as a goodwill gesture (especially if procedural fairness is questionable).	Moderate
GPR Wins Reinstatement or Damages	Arbitrators find Rimfire misused the clause or breached good faith, leading to project reinstatement or damages.	Low