Each one in plain English, with the numbers worked through for a shareholder.
4 Aug 2026material agreement▲ GoodMajor
Barnwell agreed to sell its remaining Hawaii real estate interests -- its stakes in the KKM Makai and KD Kona 2013 partnerships and its Kaupulehu Increment II project rights -- to David Johnston (son of longtime KD partner and Barnwell director Terry Johnston) for $1.77 million gross, about $1.5 million net; closing is expected by September 15, 2026 and would complete Barnwell's exit from all its Hawaii real estate holdings, ending the Kaupulehu land story that began in 2004.
Barnwell replaced its 2021 at-the-market equity program with a new one through Roth Capital Partners, nominally authorized up to $50 million but currently capped at about $3.2 million under SEC "baby shelf" rules given the company's small public float, at a 2.5% commission.
Barnwell's prior rights plan expired on schedule (January 26, 2026) and the board immediately adopted a new one at the same 20% trigger but a lower $7 exercise price and a shorter term, expiring by late July 2026 unless renewed.
26 Nov 2025capital raising announcement● NeutralMajor
Barnwell agreed on Nov 24, 2025 to sell 2,221,141 new shares at $1.10 each (about $2.44M gross) in a private placement led by investor Bradley Radoff, with some directors also buying; this explains the directors' $1.10 open-market-priced purchases reported the same day. Most non-director buyers also get warrants to buy 1,029,104 more shares at $1.65, exercisable from 180 days after closing for three years, so existing holders face dilution if issued. Radoff gets the right to appoint a director (Joshua Schechter expected to join after the Nov 28 closing). The company says proceeds are for general corporate purposes. The press release also describes the exit from water well drilling, the planned closing of the Hawaii headquarters, and the retirement of its two longest-serving executives.
What it means for a shareholder
2.2m new shares at US$1.10 to raise about US$2.4m. That's 18% dilution: every existing holder's slice gets 18% smaller. If you held US$1,000 of shares (909 at the issue price), your slice goes from 0.00902% to 0.00739% of the company. To keep it you'd need 200 more shares - about US$220 at the issue price.
After the West Maui deal fell through, Barnwell sold Water Resources International to a group of its own managers (Denise Miyasato, Chad Arima and Eric Elred) for $1.05 million -- about half the earlier agreed price -- paid as $250,000 cash plus an $800,000 promissory note due in installments through September 2025; the sale closed immediately upon signing.
Barnwell amended its new rights plan to clarify that it does not limit the board's fiduciary duties -- a technical fix, no change to the plan's substance.
Barnwell adopted a new one-year shareholder rights plan (20% ownership trigger, $9 exercise price), a general anti-takeover measure separate from the earlier NOL-focused plan that had been terminated in 2023.
Barnwell agreed to sell Water Resources International, its Hawaii groundwater-drilling subsidiary, to West Maui Construction for $2 million, with closing expected in Barnwell's second fiscal quarter.
As part of the renewed activist settlement, Barnwell terminated its October 2022 Tax Benefits Preservation Plan early, accelerating its expiration to January 25, 2023.
Barnwell reached a second, broader settlement with the same MRMP activist group: two new independent directors (Horowitz and Narbut) joined the board and the standstill was extended through the 2025 annual meeting cycle; Alexander Kinzler, originally an activist board nominee, is now the company's CEO and President.
A new Barnwell Texas subsidiary bought a 22.3% non-operated working interest in Permian Basin, Texas leasehold acreage (plus a 15.4% interest in two planned wells) from Alchemist Energy LeaseCo for $805,651, prepaying about $4.29 million toward drilling costs -- a new US onshore growth push after years focused on Canada and Hawaii.
Barnwell adopted a shareholder rights plan ("poison pill") triggered at 4.95% ownership to protect its net operating loss carryforwards from a Section 382 ownership change that would limit their future tax value; the plan was set to expire in October 2025 unless redeemed or renewed sooner.
Barnwell of Canada sold its Spirit River, Alberta oil properties to Tourmaline Oil Corp. for about US$1.04 million in a same-day sign-and-close deal, expecting to book a gain.
Barnwell set up an at-the-market equity sales program with A.G.P./Alliance Global Partners, letting it sell shares from time to time for a 3% commission under a newly filed shelf registration.
Barnwell settled a threatened proxy contest with activist investors MRMP-Managers, Ned L. Sherwood and Bradley Tirpak: the board agreed to nominate an agreed seven-person slate (including Tirpak) at the 2021 annual meeting, and the activists withdrew their own nominees and agreed to a standstill conditioned on Barnwell turning a fiscal-2021 profit.
Barnwell dismissed KPMG as its auditor after a competitive review (no disagreements or adverse opinions in the relationship) and engaged Weaver and Tidwell, L.L.P. for fiscal 2020.
NYSE American accepted Barnwell's plan to regain listing compliance, giving it until July 13, 2021 to fix its stockholders' equity shortfall while it stays listed and under periodic review.
Barnwell fell out of NYSE American compliance after three years of losses left its stockholders' equity at $1.2 million, below the $2-4 million minimum; its stock was tagged ".BC" and the company had to submit a plan to regain compliance by July 2021.
A new development partner, Replay Kaupulehu Development, joined the venture developing Kaupulehu Increment II, cutting Barnwell's indirect stake in that entity from 19.6% to 10.8% and replacing its old percentage-of-sales arrangement with a 15% net-profits interest, a capped priority payout, and rights to seven free residential lots.
Barnwell of Canada and Octavian Oil agreed to buy, rather than sell, Eagle Energy Inc.'s Twining, Alberta oil and gas interests for about US$10.5 million cash -- a reversal after years of divesting Canadian assets.
The Red Earth sale closed, but Harvest Operations Corp. exercised a right of first refusal on part of the properties, splitting the deal between Mount Bastion and Harvest for a combined adjusted price of about $1.36 million.
Barnwell of Canada agreed to sell its Red Earth, Alberta oil properties to Mount Bastion Oil & Gas Corp. for about $1.56 million, expected to close in early 2018.
Barnwell of Canada sold part of its Progress and Valhalla, Alberta oil and gas property and related equipment to Anegada Oil Corp. for about US$1.13 million, continuing its Canadian divestiture.
The partners in the Kaupulehu Makai real estate venture amended their agreement so that Barnwell's KD Kona entity deferred its own distribution rights to let a required payment reach a co-partner, avoiding forced forfeiture of ownership interest caused by permitting delays; the venture's managing partner agreed to advance up to $2 million if distributions don't otherwise materialize.
Barnwell of Canada sold its Dunvegan and Belloy, Alberta natural gas and oil interests to Canadian Natural Resources Limited for about US$14.8 million (about US$14.2 million net), using the proceeds to cut its Royal Bank of Canada credit line from C$6.5 million to C$1 million and repay outstanding debt -- a major step in winding down its Canadian upstream business.
Barnwell of Canada sold its Boundary Lake, Alberta/British Columbia oil and gas property and related equipment to Venturion Oil Limited for about US$6.05 million.
