Ive clearly rattled the cage, there is a lot spread over two posts. I will address them as clearly as possible in one thread:
(1) “Change of Control” Was a Factual Event with Legal Consequences. You're arguing a legal paradox: that Giovinazzo’s control grab wasn’t a “change” because it was later found to be invalid.But the VSC 548 judgment is clear: the control was taken, even if done unlawfully — and the Court described it as a “de facto” change of control (Para 265).That’s what triggers contractual remedies. The JV didn’t require a valid legal transfer of control — it required disclosure of material control changes. This one wasn’t disclosed. That’s the breach.
(2) Delay Doesn’t Equal Unconscionability. You argue Rimfire waited too long to act, yet Rimfire didn’t know the internal GPR governance was invalid until 2023–24,They relied on ASIC filings showing Giovinazzo as director,They acted after learning the truth from court findings.There’s no unconscionability in acting when new facts emerge — especially when those facts were deliberately concealed by GPR’s internal actors.Enrichment from a contract signed in good faith is not unconscionable. It’s standard commercial risk.
(3) “Firing Line” Requires Legal Fault, Not Emotion. You're right — aggrieved lenders may try to recover funds.But courts will look at: who they lent to, what representations were made, and whether Rimfire knowingly misled anyone.None of those facts implicate Rimfire.Receiving money via a contract signed by a publicly listed director does not equal “handling stolen goods.” Rimfire didn’t con anyone. If a fraud occurred, it originated within GPR.
(4) No Legal Proceedings = No Presumption of Guilt. Your statement that “the authorities will act after civil proceedings” is speculation, not evidence.Authorities don’t wait if criminal fraud or corporate misconduct is clear. ASIC has full powers to intervene during civil litigation, and they haven’t.A media article or angry investor opinion isn’t a substitute for a legal determination. “Public opinion” isn’t binding — and so far, no regulator or court has assigned Rimfire liability.
(5) 2020 Control Change Was Irrelevant to Termination:Let’s make this clear - The 2020 shareholding change was disclosed and registered. Rimfire never terminated over that — and couldn’t, because it wasn’t a breach. The 2022 undisclosed board installation was the breach — and that’s what matters.You say Rimfire “cherry-picked” the later breach. No — they simply acted when a breach actually occurred and was later confirmed in court.
(6) Final Word: The Blame Game Won’t Stick Without Law:Yes, it’s messy. But let’s separate bad optics from legal liability.Rimfire relied on official records, contracted in good faith, terminated only after legal confirmation of internal fraud.No court has ordered them to repay anything. No agency has brought charges. No class action exists.Let’s not rewrite the law based on hindsight or bitterness.
This all without emotional, based on the facts in publicly available information
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