Thanks for the detailed reply, this is what we wanted all along...

Thanks for the detailed reply, this is what we wanted all along - proper discussion. However, that said, much of this reframes the legal findings through selective interpretation.

Let’s untangle it:

(1) Change of Control – Confirmed and Judicially Recognised. Yes, RCL held control as of 2020 — but that’s not what triggered the problem. The issue is what Giovinazzo did in 2022, including:Issuing 10,000 shares to himself,Installing himself as sole director, signing contracts under that capacity.The VSC 548 judgment is clear: these acts constituted oppressive conduct and were invalidated — not just ineffective, but unlawful in a corporate governance context.The Court explicitly states that these acts changed the de facto control of the company. That is what Rimfire's termination clause responds to — and the court backs this timeline

(2) Termination Rights and “Unconscionability”. Invoking unconscionability is misplaced here.Rimfire didn’t terminate a contract to gain advantage over a weaker party. It acted after learning that its counterparty had been silently captured by an unauthorised actor — one found by the Court to have no standing.There’s nothing unconscionable about enforcing a clause designed to guard against precisely this kind of stealth control shift

(3) The $1.5 Million: A Commercial Risk on GPR’s SideRimfire entered into an agreement with a party that appeared to be the sole director of GPR (per ASIC records and public filings at the time).If Rimfire later discovered that person was not validly appointed, that’s a legal problem inside GPR, not with Rimfire.Courts don’t typically force a party to return funds where the recipient provided no deceit or misrepresentation, the counterparty misrepresented their authority, and the funds were invested with voluntary risk by third parties.Unless there's a court order, Rimfire is under no obligation to repay funds just because GPR’s governance imploded internally

(4) “It will happen” is not legal evidence: Legal action has been “ongoing” for 2+ years, yet no regulatory body, no class action firm, and no court has pinned liability on Rimfire.You can forecast future claims all day — but until a formal claim names Rimfire, this remains conjecture. There's a big gap between “somebody’s upset” and a court proving actionable wrongdoing

(5) The 2020 Change Was Public – But Irrelevant. Agreed, the 2020 shareholding change was recorded. But the trigger for Rimfire’s termination wasn’t that — it was the 2022 stealth dilution and board stacking by Giovinazzo, which wasn’t disclosed to Rimfire.That's why the termination rights kicked in. And that's the change of control the court deemed invalid and oppressive.

Final Word:No one’s denying this has been messy. But let’s not invent obligations or liabilities where none exist.Rimfire has acted within contractual rights, reacted after judicial findings, and remains under no court order to repay anything.Speculation ≠ accountability. Let’s stay grounded in the actual case record — not legal theatre.