My comments are in Bold Italics1. Giovinazzo’s Appointment as...

My comments are in Bold Italics

1. Giovinazzo’s Appointment as Director Was Invalid: “Giovinazzo never had lawful authority to act as director of GPR.”(Paras 215–218, 281)
Conclusion: The Court ruled that Giovinazzo’s board appointments (including his own) were not valid under GPR’s constitution and that he acted without shareholder approval. That is correct. So why did the Rimfire board deal with him as a GPR director since he appointed himself in July 2021?

2. Share Issues to Giovinazzo Entities Were Oppressive: “The issuance of shares to associates of Mr Giovinazzo was conducted without proper notice to existing shareholders and with the effect of diluting the plaintiff’s control.”(Paras 172–176, 278–280)
Conclusion: The Court held these actions to be oppressive under s232 of the Corporations Act, and ordered the share issues to be set aside. Let's face it he sat down on his kitchen table and issued the shares to himself. You can do that and upload it all on to the ASIC data base if you have the corporate key. It is a fact that Giovinazzo had the corporate key for GPR and could upload anything he wanted on to the ASIC database. That was all part of his ruse.

3. Change of Control Occurred and Was Concealed:“Although formally unregistered, the effect of these arrangements was that the control of the company had been assumed by Mr Giovinazzo and his group.”(Para 265)
Conclusion: This statement is critical. The Court recognised a de facto change of control, even if it wasn’t registered or disclosed — exactly the trigger Rimfire alleges under its JV terms.

The original change of control in 2020 was never concealed. It has been a matter of public record since 2020 and still is if you care to do a search. "Convenient blindness" is a subject I have mentioned before. Giovinazzo , whilst masquerading as the director of GPR, sat on the Rimfire exploration committee from 2020 to 2024. He had daily contact with Rimfire executives and are you suggesting that he never said anything to them about the change of shareholding in GPR in 2020 over those four years? Really!!

4. Claims About Fraud or Rimfire Liability: There are no findings that Rimfire was aware of the governance issues inside GPR,Rimfire misrepresented any facts to third parties, or Rimfire is liable for repayments to lenders who financed GPR under Giovinazzo’s control.In fact, the origin of loaned funds, their structure, and any representations to investors are expressly outside the Court’s findings. The Court focuses purely on oppression, governance failures, and remedies inside GPR. When people are "duded "out of millions of dollars they will definitely seek remedies through the courts. The writs are yet to come.