Barnwell Industries Inc: agrees to sell Canadian oil and gas business for C$9,000,000

What happened

• The filing says that on Oct 5, 2026 Barnwell Industries, Inc. entered into a Share Purchase and Sale Agreement with 2798913 Alberta Ltd. under which the Company has agreed to sell its Canadian oil and natural gas business. The Board of Directors determined the transaction is in the best interests of the Company and is recommending that shareholders vote in favor of the transaction. The base purchase price is C$9,000,000.

Key details

• Pre-closing reorganization: Barnwell of Canada Limited LLC and Octavian Oil Ltd. are expected to amalgamate into an Alberta corporation named Barnwell of Canada, Limited; certain Retained Assets will be transferred to the Company; the Company will receive a non-interest bearing demand promissory note of C$8,750,000 (Vendor Promissory Note) to be assigned to the Purchaser at Closing.
• Purchase price and payment: Base purchase price C$9,000,000 composed of C$4,000,000 cash and a 5% gross overriding royalty valued at C$5,000,000; allocation of C$8,750,000 to the Vendor Promissory Note and C$250,000 to the Corporation Shares; post-closing adjustments for working capital and indebtedness with final statement within 60 days and unresolved disputes referred to KPMG LLP.
• Royalty and call right: At Closing the Corporation will grant a 5% gross overriding royalty to a newly formed Barnwell subsidiary; an affiliate of the Purchaser may purchase that 5% royalty for C$5,000,000 at any time after Closing under a Call Agreement.
• Closing mechanics and protections: Purchaser paid a C$1,000,000 deposit into escrow at signing; Closing is conditioned on shareholder approval under Section 271 of the DGCL (Vendor Approval), completion of the pre-closing reorganization, required governmental approvals and other conditions; Outside Date for Closing is Jan 18, 2027; Break Fee is C$500,000 and certain withholding tax arrangements apply (if no Section 116 certificate, Purchaser would withhold 25% of the Withholding Subject Amount, being C$250,000 subject to adjustments).

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) describing the terms to sell the Company’s Canadian oil and natural gas business and Item 7.01 (Regulation FD disclosure) reporting a press release dated Oct 6, 2026 announcing the agreement. This filing does not show why the company acted.