Core Viewpoint - Barnwell Industries, Inc. has announced the sale of its subsidiary Water Resources International, Inc. for $1,050,000, aiming to streamline operations and focus on its oil and natural gas business [1][2]. Group 1: Transaction Details - The sale proceeds will be utilized for general corporate purposes, particularly reinvestment in the oil and gas operations [1]. - Water Resources generated approximately $3,162,000 in revenue for the trailing twelve months ending December 31, 2024 [1]. Group 2: Strategic Rationale - This transaction is part of Barnwell's strategy to simplify its corporate structure and reduce general and administrative expenses [2]. - The sale will enable the company to decrease public company costs and transition personnel to other locations, thereby reducing its legacy footprint in Hawaii [2]. Group 3: Financial Implications - The divestiture simplifies Barnwell's equity story, allowing investors to focus on opportunities in the oil and natural gas sector [3]. - The combination of sale proceeds and anticipated savings is expected to enhance Barnwell's financial position, which currently has no bank debt [3]. Group 4: Management Commentary - The CEO of Barnwell emphasized that the sale was a significant strategic objective that required considerable effort to achieve, aiming to streamline operations and focus on higher return opportunities [4].

Core Points - Barnwell Industries, Inc. has set March 14, 2025, as the record date for shareholders to act by written consent regarding Ned Sherwood's campaign to take control of the company [1][6] - The Executive Committee of Barnwell's Board has disqualified Sherwood's slate of director nominees due to deficiencies in his nomination notice [2][3] - Sherwood is pursuing shareholder approval to replace the entire Board without presenting a viable alternative strategy for the company [3][5] - Sherwood's actions have led to significant expenses for Barnwell, and the Executive Committee has attempted to mitigate these costs through settlement offers [5] - The current Board was approved under a 2023 settlement agreement involving Sherwood, who had previously designated two directors [7] - Barnwell is refocusing on its core oil and gas exploration business and has entered into a non-binding letter of intent to sell its water well subsidiary [8] Summary by Sections Shareholder Actions - Barnwell shareholders of record as of March 14, 2025, can execute, withhold, and revoke written consents [6] - The company plans to file preliminary consent revocation materials with the SEC in response to Sherwood's solicitation [6] Board Composition and Governance - The current Board consists of a majority of independent and experienced directors, approved by Sherwood in a prior settlement [7] - Sherwood's attempts to replace the Board are seen as a continuation of his disruptive governance tactics [5] Business Strategy - Barnwell is actively working to reduce general and administrative expenses while focusing on its core business [8] - The company has announced plans to sell its water well subsidiary as part of this strategy [8] Upcoming Meetings - Barnwell expects to hold its uncontested 2025 Annual Meeting in the fiscal third quarter of 2025, with dates yet to be determined [9]

Core Point - Barnwell Industries, Inc. has entered into a non-binding letter of intent for the sale of its water well drilling subsidiary, Water Resources International, Inc., for an expected aggregate value of $1,050,000, with the transaction anticipated to close in late March 2025 [1][2]. Company Strategy - The CEO of Barnwell, Craig D. Hopkins, expressed that the transaction will allow the company to refocus on its core oil and gas exploration business, marking the end of its involvement in water well drilling in Hawaii, a business it has owned since 1980 [2]. Financial Details - The sale is expected to involve a portion of the consideration being paid at closing, with the remainder to be paid in installments, the last of which is due on September 15, 2025, before the end of the company's current fiscal year [1].

Core Viewpoint - The company is addressing the nomination of Ned Sherwood and his affiliates, asserting that the nomination notice is defective and insufficient, and indicating a strong inclination to reject it to protect shareholder interests [1][2][5]. Group 1: Nomination and Governance - Ned Sherwood has submitted a control slate of five nominees, which includes friends and affiliates, but the company claims the nomination lacks required material information as per its bylaws [1][5]. - The Executive Committee has been formed to protect the interests of all shareholders, comprising independent directors and the Executive Chairman [2][10]. - The Executive Committee is investigating the relationship between Sherwood and one of his nominees, Ben Pierson, to determine if any actions have triggered the Company's Shareholder Rights Plan [3][4]. Group 2: Conflicts of Interest - The Board has expressed concerns regarding the inherent conflicts of interest among Sherwood's nominees, particularly noting that one is a current Board member [2][4]. - Preliminary reviews indicate that some nominees may not exercise independent judgment, and several lack public company Board experience [4][5]. Group 3: Company Operations and Strategy - The company has criticized Sherwood for his history of disrupting governance processes and interfering with operations, which has incurred significant costs [5][9]. - Sherwood has not proposed any credible business strategy or plan for the company, only making demands that lack detailed backing [8][11]. - The company is transitioning out of its water well drilling activities and focusing on its Twining oil & gas property in Alberta, which is expected to drive future growth [12][13].

Financial Performance - Revenue for the first quarter ended December 31, 2024, was $4,477,000, a decrease of 27.3% compared to $6,155,000 in the same quarter of 2023[2] - Net loss for the quarter was $1,917,000 or $0.19 per share, compared to a net loss of $664,000 or $0.07 per share in the prior year[2][11] Production and Pricing - Oil, gas, and natural gas liquids prices decreased by 2%, 40%, and 8%, respectively, compared to the prior year's quarter[3] - Production of oil, gas, and natural gas liquids decreased by 17%, 21%, and 17%, respectively, primarily due to natural declines and properties sold[3] Impairment and Expenses - A non-cash impairment of $613,000 was recorded for US oil and natural gas properties during the quarter[4] - General and administrative expenses decreased by $123,000, or 9%, primarily due to a reduction in professional fees[5] Business Strategy - The contract drilling segment agreed to sell a drilling rig and related equipment for proceeds of $585,000, expected to close in the second quarter ending March 31, 2025[6] - The company plans to wind down its contract drilling business to refocus efforts and reduce fixed costs[8] Future Plans - The new well drilled is performing as anticipated, with plans to drill two additional wells once sufficient capital is secured[8] Working Capital - The company ended the quarter with $642,000 in working capital, including $1,957,000 in cash and cash equivalents[2]

Financial Performance - For the three months ended December 31, 2024, Barnwell reported a net loss of $1,917,000, a decrease of $1,253,000 compared to a net loss of $664,000 for the same period in 2023[98]. - The oil and natural gas segment experienced an operating loss of $116,000 before general and administrative expenses, a decrease of $997,000 from an operating profit of $881,000 in the prior year[103]. - Oil and natural gas segment revenues decreased by $1,233,000 (24%) for the three months ended December 31, 2024, primarily due to a 17% decrease in oil production and a 21% decrease in natural gas production compared to the same period in the prior year[105]. - Cash flows used in operating activities totaled $759,000 for the three months ended December 31, 2024, a decrease of $2,134,000 compared to cash flows provided by operating activities of $1,375,000 for the same period in the prior year[125]. Production and Pricing - Average natural gas prices decreased by 40% to $1.82 per Mcf, while oil prices decreased by 2% to $67.08 per Bbl for the three months ended December 31, 2024[102]. - Net production of natural gas fell by 21% to 298,000 Mcf, oil production decreased by 17% to 48,000 Bbls, and natural gas liquids production also dropped by 17% to 15,000 Bbls compared to the same period in 2023[102]. - The latest Canadian well, which is 100%-owned and operated, started producing in mid-September 2024, contributing approximately 107 net barrels of equivalent per day, totaling around 10,000 net barrels of equivalent during the three months ended December 31, 2024[106]. - The company amended contracts to set a fixed index price for 1,055 gross Mcf per day of Canadian natural gas at $2.55 CAD per Mcf for the period from April 1, 2024, to October 31, 2024, affecting approximately 38% of Canadian natural gas gross production per day for the quarter ended December 31, 2024[107]. Operating Expenses and Impairments - Operating expenses for the oil and natural gas segment decreased by $295,000 (11%) for the three months ended December 31, 2024, due to lower production[109]. - Depletion for the oil and natural gas segment decreased by $554,000 (38%) for the three months ended December 31, 2024, attributed to a decrease in both the depletion rate and production[110]. - A non-cash ceiling test impairment of $613,000 was incurred for U.S. oil and natural gas properties during the three months ended December 31, 2024, with no impairment recorded in the same period of the prior year[118]. - The oil and natural gas segment's operating results were negatively impacted by a $613,000 non-cash ceiling test impairment recorded in the current year[104]. Land Investment and Other Segments - Barnwell's land investment segment includes a deferred profit of approximately $4,500,000 related to the Kukio Resort Land Development Partnerships, which is contingent upon the completion of project obligations[96]. - The company has a 77.6% interest in Kaupulehu Developments and a 75% interest in KD Kona, which are part of its land investment segment[95]. - Barnwell's contract drilling segment, through its subsidiary Water Resources, focuses on drilling water wells and installing water pumping systems in Hawaii[97]. - The contract drilling segment generated a $201,000 operating loss, an improvement of $27,000 compared to a $228,000 operating loss during the same period in the prior year[111]. Future Investments - The company estimates that investments in oil and natural gas properties for fiscal 2025 will range from $1,500,000 to $3,000,000, subject to changes based on cash flows and market conditions[129].

Financial Performance - For the first quarter ended December 31, 2024, the company reported revenue of $4,477,000, a decrease from $6,155,000 in the same quarter of the previous year, representing a decline of approximately 27% [1][11] - The net loss for the quarter was $1,917,000, or $0.19 per share, compared to a net loss of $664,000, or $0.07 per share, in the prior year, indicating a significant increase in losses [1][11] Production and Pricing - Oil, gas, and natural gas liquids prices decreased by 2%, 40%, and 8%, respectively, compared to the prior year's quarter [2] - Production of oil, gas, and natural gas liquids decreased by 17%, 21%, and 17%, respectively, primarily due to natural declines as wells age and properties sold [2] Impairments and Losses - The net loss included a $613,000 non-cash impairment of US oil and natural gas properties, attributed to changing price averages used in ceiling test calculations [3] - A foreign currency loss of $351,000 was recorded, contrasting with a gain of $126,000 in the prior year, due to the weakening of the Canadian dollar against the US dollar [3] Cost Management - General and administrative expenses decreased by $123,000, or 9%, primarily due to reduced professional fees compared to the previous year [4] Strategic Developments - The contract drilling segment agreed to sell a drilling rig and related equipment for $585,000, with the sale expected to close in the second quarter ending March 31, 2025 [5] - The company is considering strategic alternatives for its Water Resources segment, which may include a sale or orderly wind-down of operations [6] Outlook and Management Commentary - The CEO expressed concerns about a potential proxy contest that could impact liquidity and growth opportunities, while highlighting the performance of a new well and plans to drill additional wells once capital is secured [7] - The planned wind-down of the contract drilling business aims to refocus efforts and reduce fixed costs, positioning the company for more aggressive investments in operations [7]

Designed to Prevent “Creeping” Control by 30% Shareholder and Protect the Long-Term Value for All ShareholdersHONOLULU, Jan. 27, 2025 (GLOBE NEWSWIRE) -- Barnwell Industries, Inc. (NYSE American: BRN) (“Barnwell” or the “Company”) today announced that the Board of Directors (the “Board”) of Barnwell has adopted a limited-duration shareholder rights plan (“Rights Plan”) designed to protect the interests of the Company and all of its shareholders. The Rights Plan is also intended to provide the Board sufficie ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-5103 BARNWELL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 72-0496921 (State or other jurisdiction of incorporation or organization) ...

| --- | --- | --- | |-------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | | Exhibit 99.1 \nP R E S S | | | BARNWELL INDUSTRIES, INC. | R E L E A S E 1100 Alakea Street, Suite 500 Honolulu, Hawaii 96813 Telephone (808) 531-8400 ...