Core Viewpoint - Barnwell Industries, Inc. is focused on moving forward without distractions to drive value for all shareholders amidst a proxy contest initiated by Ned Sherwood and his affiliated entities [1]. Group 1: Proxy Contest Developments - Glass Lewis & Co., a leading independent proxy advisory firm, has deemed the removal of Barnwell's incumbent director nominees as unwarranted, supporting the current Board's track record and strategic direction [2]. - The Board emphasizes its commitment to avoiding prolonged conflict and unnecessary costs, expressing openness to constructive discussions with Mr. Sherwood to seek an amicable resolution [3]. Group 2: Company Strategy and Performance - Barnwell is executing a clear strategy aimed at driving value, improving performance, and maintaining the trust of long-term stockholders [4]. - The company remains committed to responsible stewardship and aims to avoid wasteful disputes while seeking productive resolutions [3]. Group 3: Company Overview - Barnwell Industries, Inc. and its subsidiaries are primarily engaged in oil and natural gas exploration and development [5].

Glass Lewis Opposes Removal of Barnwell Board Members Ken Grossman, Josh Horowitz and Alex Kinzler Barnwell Shareholders Should Ignore and Discard Any Blue Consent Solicitation CardShareholders Who Sent a Blue Consent Solicitation Card Can Revoke Their Vote by Sending the Company's White Card HONOLULU, Hawaii, April 29, 2025 /PRNewswire/ -- Barnwell Industries, Inc. ("Barnwell" or the "Company") (NYSE American: BRN) today announced that Glass Lewis, a leading independent proxy advisory firm, has resoundingl ...

Alex Kinzler does NOT support Sherwood's Consent Solicitation Consent Submitted by Alex Kinzler for One Share Required to Commence Consent Solicitation Urges Shareholders to Ignore and Discard any Blue Consent Solicitation Card HONOLULU, March 19, 2025 (GLOBE NEWSWIRE) -- Barnwell Industries, Inc. (NYSE:BRN) ("Barnwell" or the "Company") today corrected the record regarding Ned Sherwood's highly misleading statements made in connection with his attempt to take over Barnwell without paying a premium to share ...

Core Viewpoint - Alex Kinzler does not support Ned Sherwood's consent solicitation aimed at taking over Barnwell Industries without offering a premium to shareholders [1][3][4] Group 1: Company Position - Barnwell Industries, Inc. is actively defending against Sherwood's consent solicitation, which seeks to replace the entire Board of Directors [2][3] - Kinzler submitted a consent for one share to initiate the 60-day solicitation period, clarifying that this does not indicate support for Sherwood [3] - The current Board of Barnwell does not endorse Sherwood's actions, emphasizing that shareholders should disregard any blue consent cards sent by Sherwood [4] Group 2: Shareholder Communication - Shareholders are warned to ignore any communications from Sherwood, as his takeover attempt is described as costly and disruptive without offering any premium [4] - The company urges shareholders to discard any blue consent cards they may receive from Sherwood [4]

Group 1 - The Sherwood Group, holding approximately 29.90% of Barnwell Industries, Inc. shares, has initiated a consent solicitation process with the receipt of the first consent [1] - Barnwell shareholders will soon receive consent statements and Blue Consent Cards, urging them to consent to all three proposals [2] - The consent solicitation aims to address accountability and transparency issues within Barnwell, encouraging shareholders to participate actively [3] Group 2 - The Sherwood Group and associated participants have filed a definitive consent statement with the SEC, which contains important information for Barnwell shareholders [4] - The definitive consent statement and accompanying Blue Consent Card will be available for shareholders at no charge on the SEC's website and through the consent solicitor, Alliance Advisors [5]

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 Viewpoint - Barnwell Industries, Inc. has sold its subsidiary Water Resources International, Inc. for $1,050,000, aiming to streamline operations and reinvest in its oil and gas business [1][2][3]. Group 1: Transaction Details - The sale of Water Resources, a specialist in groundwater resource exploration and development, generated proceeds of $1,050,000 [1]. - The divested business had revenues of approximately $3,162,000 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 allows the company to focus on higher return opportunities in its oil and natural gas business [3]. Group 3: Financial Impact - The proceeds from the sale, combined with anticipated savings from streamlining operations, are expected to improve Barnwell's financial position and balance sheet, 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 and collaboration from the management team [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].