BARNWELL INDUSTRIES INC

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.

material agreement

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.

capital raising announcement

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.

material agreement

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.

material agreement

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.

material agreement

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.

listing compliance notice

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.

asset acquisition disposition

Barnwell paid $5.14 million, mostly bank-loan funded, for passive 19.6% stakes in three Westbrook-affiliated entities developing the Kukio, Maniniowali and Kaupulehu areas of Kukio Resort -- turning Westbrook from a pure land-sale counterparty into a co-investment partner.

material agreement

Kaupulehu Developments sold its remaining "Increment II" land interest to Westbrook Partners affiliates for a $10 million upfront payment (about $7.2 million net to Barnwell) plus 3.25%-14% of future residential lot sale prices.

asset acquisition disposition

Barnwell's 77.6%-owned Kaupulehu Developments partnership sold the resort/residential-zoned "Increment I" portion of its Hawaii Big Island leasehold (about 870 acres near the Four Seasons Hualalai) to WB KD Acquisition, LLC in two stages -- the first monetization of its long-held Kaupulehu land.

asset acquisition disposition