My comments are in Bold Italics(1) Change of Control – Confirmed...

My comments are in Bold Italics
(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
Change of control is a factual thing. How can there be a change of control when the act is legally invalid. That conduct by Giovinazzo can never be construed as a change of control. Change of control is factual it is not something you believe because someone tells you about it.
(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
I think you will see that it does come into play. Having knowledge of a breach of contract and waiting 4 years to exercise your rights after enriching oneself with millions from time payments over that period can hardly be viewed as conscionable conduct.


(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
I hardly think that the aggrieved parties are going to leave Rimfire out of any action taken to recover funds. If you deal with a conman and you receive financial benefit one is in the firing line to return the funds to the rightful claimant.


(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 Authorities do not take action whilst there is a civil matter being heard in the courts. They will get around to looking at all of this as it involves a convicted fraudster, millions of dollars and aggrieved "mums and dads". The conduct of the Rimfire board and their relationship with Giovinazzo cannot escape scrutiny from the authorities. In addition to that it is already a matter of public opinion. See the Age July 2024.

(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.
Change of control is a factual thing particularly if you want to terminate a contract. The change of control in 2020 is not irrelevant it is very relevant.
Are you suggesting that Rimfire deliberately ignored the 2020 change of control and "cherry-picked "the illegal "change of control because it suited them?

How can an illegal change of control be a change of control?

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.

This messy matter and one can only conclude that it will be played out in the courts as aggrieved parties engage in recovery litigation and Rimfire will be in the firing line. The board has shown very poor judgment in their dealings with Giovinazzo which has brought the company to this mess.