UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Preliminary Consent Revocation Statement
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Definitive Consent Revocation Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Barnwell Industries, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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The attached presentation relates to the Sherwood Group’s consent solicitation. However, because the Sherwood Group has also nominated candidates for Barnwell Industries, Inc.’s 2025 Annual Meeting, this presentation may also be considered proxy
materials in connection with the 2025 Annual Meeting and accordingly is being filed as solicitation material under Rule 14a-12.
Investor Presentation April 2025
Today’s Agenda 1• Company Overview 2• Long-Term Strategic Plan 3• Company
Nominees 4• Rebuttals to Sherwood’s Assertions 5• Sherwood’s Distractions: Past and Present 6• Barnwell’s Attempts at Reconciliation with Sherwood 1 BARNWELLINDUSTRIES,INC.
Barnwell Industries, Inc. is a diversified public company principally engaged in
exploitation and development of long- reserve life oil and natural gas assets Canada and the US with a Land Investment Segment primarily associated with residential real estate development in Hawaii Company History and Background NYSE:
BRN Founded in 1956 in Shreveport, Louisiana as a Delaware corporation Has been engaged in oil and natural gas exploration as well as other businesses for nearly 70 years Calgary, Alberta has served as the base for Barnwell’s Oil and
Natural Gas business segment since 1970 Ongoing transition of management of its Land Investment business segment and corporate accounting from Honolulu, Hawaii to Calgary Company Overview 1 We have built a diversified Oil & Gas
portfolio and remain committed to streamlining our core businesses, reinvesting in our Oil & Gas operations and further reducing our SG&A costs 2 BARNWELLINDUSTRIES,INC.
Company Overview – Oil and Natural Gas Segment Since 2014, the Company has
taken actions to bolster its balance sheet by divesting mature natural gas and heavy oil properties and its water drilling subsidiary, ultimately allowing Company to remain free of significant debt 1 20+ divestitures since 2018 yielding
approximately $3.6 million in proceeds Proactive in abandoning wells to address retirement obligations and regulatory compliance In August 2018, the Company acquired significant working interests in the Twining area of Alberta, Canada The
company has since more than doubled production from 450 boe/d to ~1300 boe/d and significantly added to land holdings. The company has participated in drilling 12 profitable wells in Twining using cash flow and has an inventory of over 40
more locations. Significant upside in developing ~30% share of remaining oil-in-place in Pekisko A Pool, the 9th largest conventional oil pool in Alberta. Half cycle economics apply to new drilling projects In July 2021, Company
successfully sold certain interests in natural gas and oil properties located in the Spirit River Area of Alberta In March 2025, the Company successfully completed a multi-year program of selling Water Resources International for
$1,050,000 2021 2022 2023 2024 2025 Sale of Spirit River Assets Sale of Drilling Rig Sale of Drilling Rig Cash Dividend Announced CEO Succession Sale of Water Resources International 2020 2019 2018 Twining Assets
Acquired Participation in Spirit River Area Well 3 BARNWELLINDUSTRIES,INC.
Company Overview – Land Investment Segment Barnwell holds a 10-20% minority
interest in oceanside developments in the North Kona District of the Big Island of Hawaii Area is anchored by the ultra-luxury Kūkiʻo and Hualalai Resorts, adjacent to the Four Seasons Resort Hualalai at Historic Kaupulehu Company has rights
to receive payments and distributions in connection with our investment in several partnerships that have interests in real estate in the district and the partnership owns the real estate operation and its office located in Kukio Resort As of
February 2024, all 80 lots were fully sold in Increment 1 of the Kaupulehu Development. The remaining 420 developable acres of the 800-acre area which comprises Increment 2 of the Kaupulehu Development area are entitled for and can support up
to 350 additional homesites Supply/demand imbalance of land ownership on the island strongly suggests that such ready-to-build projects will command significant value and provide future cashflow if a project is developed
there 1 4 BARNWELLINDUSTRIES,INC.
3 5 5 BARNWELLINDUSTRIES,INC. 2 Long-Term Strate gic Plan Focus
Area Strategic Initiatives 1 Divesting Legacy Assets In March 2025, the Company completed its multi-year liquidation of its water drilling subsidiary (Water Resources International) for a final sale price of $1,050,000; proceeds currently
being deployed for reinvestment in the Oil & Natural Gas segment Sale of the entire division follows prior divestitures of drilling rigs owned by Water Resources International in 2021 and 2022 for a total of over $1,230,000 The sale of
the Company’s remaining real estate interests is being considered as well 2 Maintaining a Strong Balance Sheet The Company has no significant long-term debt Ended the fiscal year with $4,505,000 in cash and cash equivalents and $1,071,000
in working capital. Continue to manage long-term reclamation obligations Sales of some legacy oil and gas properties have reduced asset retirement obligation liabilities Driving Cash Flow In 2024 oil and gas subsidiaries saw outputs
increase substantially; production of natural gas and natural gas liquids increased by 6% and 23%, respectively Production operating costs declined by 6% YoY, and the Company’s Twining Drilling Program successfully came online 4 Reducing
Overhead Over last 3 years, Company has lowered G&A expense from $8,044,000 to $5,598,000, down over 30%, through 9/30/24, despite incurring an average of over $1,000,000 per year in professional fees to address continuous actions by the
Sherwood Group Intend to continue exploring ways to significantly reduce G&A expenses in absolute terms and as percentage of revenues moving forward Returning Cash to Stockholders At present time, the Company is prioritizing growth
investment but will continue to evaluate all uses of capital to maximize shareholder value
Company Nominees 3 Ken Grossman Vice Chairman Independent Director Director
Since: 2020 (Vice Chairman since April 2024; 2020-2021) Investor and attorney specializing in companies undergoing and/or emerging from restructuring or reorganization; extensive experience in advising investors as well as leading investors
and partners with respect to distressed and other transitional and capital-challenged “special situation” companies Management Position: Senior Managing Director of Steppingstone Group, LLC (2017 – Present) Current Directorships / Senior
Advisory Roles: Senior Advisor, Concise Capital Mgmt Portfolio companies undergoing transition Director, Nebraska Book Co., Inc. Company undergoing transition Prior Directorships: Chairman, Barnwell (2023 – 2024; 2020 – 2021) Director of
Lehman Brothers Special Finance, Inc. Director Signature Group Holdings, Inc. Director, Performance Sports Group, Inc. Director, Buffalo Armory, LLC Craig Hopkins CEO and President Director Since: N/A – current nominee A mechanical
engineer by training, Craig brings a wealth of experience to the Board, having spent the entirety of his three-decades-long career in the Oil & Gas industry. In addition to his technical background, Craig has 20 years of leadership
experience in roles including strategy, negotiations, and stakeholder relations Executive Positions: CEO and President, Barnwell (2024 – Present) President, Octavian Oil, Ltd. (2017 – Present) President and COO, Barnwell of Canada, Limited
(2020 – Present) VP Engineering and Operations, Aspect Energy Prior Experience in Energy Industry: Field Production Engineer, Canadian Occidental Petroleum Ltd. Various senior engineering and management roles, Crestar Energy Inc.; Atlas
Energy Ltd.; Aspect Energy Ltd.; Talisman Energy Inc; Barnwell Industries, Inc. 6 BARNWELLINDUSTRIES,INC.
Company Nominees 3 Josh Horowitz Independent Director Director Since:
2023 Capital markets and asset management expert, deep knowledge of value investing strategies; significant management and public company board experience bring significant insight into corporate operations, investment opportunities,
commodities and corporate management Current Executive Positions: Portfolio Manager, Palm Management Current Directorships: Director, Kingsway Financial Services Inc. (NYSE: KFS) (2025 – Present); NeuroMetrix (Nasdaq: NURO) (2024 –
Present) Chairman, Limbach Holdings (Nasdaq: LMB) Chairman, BK Techologies Corporation (NYSE: BKTI) (2023 – Present) Prior Directorships: Director, The Lincoln General Insurance Company; 1347 Capital Corp. (Nasdaq: TFSC); 1347 Property
Insurance Holdings, Inc. (Nasdaq: PIH); Minim, Inc. (Nasdaq: MINM) Interim Chairman, Birner Dental Management Services Alex Kinzler Executive Chairman Director Since: 1999 (Executive Chairman since April 2024) Brings deep insight into the
operations, challenges and complex issues facing the Company; significant executive leadership experience and operational, strategic, consensus-building and management skills Current Executive Positions: Secretary, Barnwell (2024 –
Present) General Counsel, Barnwell (2001 – Present) Prior Executive Positions: Chief Executive Officer, Barnwell (2016 – 2024) President and Chief Operating Officer, Barnwell (2002 – 2024) Prior Directorship: Hawaii Leeward Planning
Conference 7 BARNWELLINDUSTRIES,INC.
Company Nominees 3 Philip McPherson Independent Director Director Since: N/A –
current nominee (Director from 2020 – 2023)1 Brings significant executive management and executive oil and gas experience as a C-suite executive of several companies over his career; considered an expert on California E&P firms Current
Executive Positions: Vice President of Capital Markets, Riot Platforms, Inc. (2021 – Present) Prior Executive Positions: CFO, Secretary, Treasurer and Director, Citadel Exploration, Inc. (OTCMKTS: COIL), a publicly traded energy company
engaged in the exploration and development of oil and natural gas properties (2012 – 2021) Interim CEO, Citadel Exploration (2019) Retail Stockbroker and Partner, Mission Capital (pre-acquisition by oil and gas boutique C.K. Cooper &
Company) Partner and Managing Director, Global Hunter Securities (Energy Research Group) 8 BARNWELLINDUSTRIES,INC. 1 Mr. McPherson was originally selected by Mr. Sherwood in 2020 to serve on the Company’s Board.
Company Nominees - Comparison of Company vs. Sherwood Nominees 3 Criteria Co.
Nominees Sherwood Nominees 1. Equity Ownership in Barnwell Current Board (plus family members) own over 1,870,000 shares (18.6% beneficial ownership) of the Company Besides Sherwood himself, none of Sherwood’s nominees included in his
consent solicitation own any shares of Barnwell 2. Age Average age of 56.8 Four of Sherwood’s five nominees for the consent solicitation are in their 70’s 3. Relevant Oil & Gas Experience Nominees have oil and gas experience See
Biographies on pages 7 and 8. Craig Hopkins has decades of experience as a petroleum engineer Phil McPherson has served as CEO and CFO of a public oil & gas exploration company Alex Kinzler has decades of experience with Barnwell’s oil
& gas operations Nominee Heather Isidoro, who Sherwood claims has Canadian energy experience, publicly stated on LinkedIn that she is no longer interested in the industry Isidoro stated that she served as a VP of an oil and gas company
“for a paycheck, not a living” and that such experience “stopped being fun, enjoyable, or rewarding” 4. Institutional Knowledge All directors have deep institutional knowledge of Barnwell’s operations and business segments based on decades of
experience Sherwood’s designee, Laurance Narbut, who had Oil & Gas experience voluntarily resigned from the Board in February 2025. Nominees lack a basic understanding of Barnwell’s business Sherwood nominees included in his consent
solicitation are not the same nominees as those included in Sherwood’s defective and misleading nomination notice for the 2025 AGM (subject to ongoing litigation) Sherwood is even seeking to remove his own designee on the Board, Doug Woodrum,
who has served since 2020 The Barnwell Board provided the Sherwood nominees an opportunity to fill out a D&O Questionnaire, but the nominees did not respond. 9 BARNWELLINDUSTRIES,INC.
Rebuttals to Sherwood Demands 4 8 While we intend to retain the Company's
partnership interest in the Hawaiian land assets, we see no justification for maintaining a physical presence there. “ Although [the Kinzler family] owned approximately 25 - 30% of BRN shares, they managed to garner 100% of the company’s
profits for their benefit by paying themselves annual compensation which we believe was excessive. “ . . . we will also look for attractive opportunities to invest in our oil and gas assets. “ Additionally, we believe it is imperative that
we dramatically reduce overhead and shut down extraneous money losing operations immediately. “ “ “ “ “ “ “ “The Company has engaged in value destroying business transactions at the hands of Kinzler. Sherwood Demand Company
Rebuttal Acquired significant asset base in the Twining field in Central Alberta in August 2018, following a years-long, disciplined search for a new investment that fit our strict criteria Reduced Alex Kinzler’s annual base compensation
from $280,000 to $175,000 on April 1, 2023 CEO transition in April 2024 from Alex Kinzler to Craig Hopkins (and Morton Kinzler passed away in 2018) Cash dividends paid for a number of years when commodity prices were stronger Over last
three years, lowered G&A expense by more than 30% There are no “extraneous money losing operations” – the WRI subsidiary (sold in 2025) became unprofitable only after Sherwood’s appointees to the Board insisted that it not bid on new work
since 2022, which also made it more difficult to sell Completed the sale of Water Resources International, Inc., its water well-drilling subsidiary, in March 2025 to enable the Company to significantly scale back presence in Hawaii Transition
of management of Land Investment segment and accounting from Hawaii to Calgary is in progress and ongoing Since 2018, the Company has generated over $3.6m million from sales of legacy assets, reduced our legacy oil & gas reclamation
obligations, and paid off our debt Kinzler oversaw the restructuring of the Increment 1 ownership in 2013, producing over $21M in revenue since 2020 10 BARNWELLINDUSTRIES,INC.
Rebuttals to Sherwood Demands 4 The adoption of the [rights plan in January
2025] . . . clearly was aimed at materially adversely affecting the Sherwood Group. In fact, the Sherwood Group is the only one immediately impacted by the plan. BRN‘s impairments during the past six months total 24.9% of its total $5,354,000
— a significant loss given BRN’s market value. Sherwood Demand Company Rebuttal The Company’s impairments are solely due to non-cash write-downs of oil and gas properties under U.S. GAAP accounting rules based upon prior year rolling average
commodity prices and have no effect on actual asset values The Rights Plan was adopted in response to the significant ownership position of the Sherwood Group and the refusal of the Sherwood Group to extend the 2023 Settlement Agreement This
action was taken in the best interest of shareholders to protect them from any attempt by the Sherwood Group to take control of the Company without paying a control premium The Sherwood Group’s valid board nominations [were] rejected on
procedural technicalities; BRN deliberately waited until after the nomination period closed to declare [the] submission ‘defective’ . . . The Sherwood Group delayed notifying the Company of its proposed nominees for the 2025 AGM until the
final business day before the expiration of the advance notice period even though the Sherwood Group had been indicating its intention to take control of the Company for months, in violation of the 2023 Settlement Agreement Sherwood’s
omissions were not procedural technicalities. Sherwood’s nomination notice was significantly and materially non-compliant with the unambiguous requirements of the advance notice bylaws required by most public companies Barnwell promptly
notified Sherwood of the various defects in his nomination notice 11 BARNWELLINDUSTRIES,INC. “ “ “ “ “ “
Rebuttals to Sherwood Demands 4 Barnwell Shareholders Suffered Abysmal
Returns History of Declining Revenues and Operating Losses. “ Sherwood Comment Company Rebuttal The Company paid dividends totaling $.075 per share in FY 2022 and 2023, opposed by Sherwood’s board nominees. Prior to 2008, the Company paid
annual dividends for many years, returning substantial value to shareholders The Company’s impairments are solely due to non-cash write- downs of oil and gas properties under U.S. GAAP accounting rules based upon prior year rolling average
commodity prices, having no effect on actual asset values. Low commodity prices impact the entire industry Positive results impacted annually by costs incurred to address Sherwood’s tampering with Board and Management as well as not complying
with settlement agreements, as shown below 12 BARNWELLINDUSTRIES,INC. 2020 2021 2022 2023 2024 Fiscal Year Results (4,756,000) 6,253,000 5,513,000 (961,000) (5,565,000) Expense
Incurred 1,373,000 702,000 1,690,000 1,765,000 423,000 Re: Sherwood Non-Cash Impairment 4,376,000 668,000 89,000 4,457,000 2,885,000 Required by GAAP “ “
Rebuttals to Sherwood Demands: Any Credible Ideas Already Implemented 4 Strategy
Item Progress Reduce Kinzler’s Pay Transition Kinzler Out of CEO Role and Appoint New CEO Reduce Board Compensation Reduce SG&A* Sell or Shut Down Water Resources (WRI) Invest in High Return on Capital Projects (via new Twining
Wells) Monetize Remaining Hawaiian Land IN PROCESS Transition Out of Hawaii TAKING SHAPE WITH WRI SALE COMPELTE Source New CFO for Planned Gifford Retirement IN PROCESS *SG&A not including expenses to address hostile Sherwood
takeover have been consistently reduced 13 BARNWELLINDUSTRIES,INC.
5 Sherwood’s Distractions: Past and Present Intentionally Distracting Sherwood
has been disruptive since first holding a stake in Barnwell in 2012 Sherwood’s campaigns against Barnwell have cost the Company over $1M per year since 2020 Sherwood’s board designees have lodged baseless accusations of unethical behavior at
other directors and have unilaterally interfered with corporate matters Despite the Company’s good faith efforts, Sherwood refuses to compromise through an “all or nothing” approach (Sherwood demands full control and nothing less) Erratic
& Self-Interested Over the last 5 years, Sherwood has shifted his support among nine different individuals for Barnwell’s Board Inexplicably, none of those individuals are among Sherwood’s current nominees, although Phil McPherson, one of
his prior designees, is on the Company’s slate for the 2025 Annual Meeting Of Sherwood’s two designees under the 2023 Settlement Agreement, one is not on his consent solicitation slate and the other voluntarily resigned from the Board in
February 2025 Ethically Questionnable Sherwood made a “secret” significant investment in a competing Canadian venture founded and controlled by one of Sherwood’s former director designees - a sitting member of the Barnwell Board at that
time Majority of Board believes this arrangement was undertaken as a quid pro quo so that Sherwood’s nominee would execute on Sherwood’s self-serving agenda Sherwood has consistently violated standstill agreements with the Company Sherwood
has repeatedly contacted his Board designees, seeking to elicit confidential information and influence boardroom deliberations to fulfill his self-serving agendas Sherwood has a history of disruption and ethically challenged dealings with the
management and Board of Barnwell 14 BARNWELLINDUSTRIES,INC.
Sherwood’s Distractions: Past and Present 5 Sherwood has no plan other than
control – at the expense of shareholders and without paying any premium for that control 15 BARNWELLINDUSTRIES,INC. Sherwood has failed to produce ANY credible or legitimate plan for the Company – and any reasonable suggestions have already
been undertaken by the Board Sherwood has repeatedly demanded a fire sale of the Company’s assets and create a public shell to pursue leveraged M&A opportunities: Sherwood has lobbied Barnwell to immediately shut down all Hawaiian
operations and sell the Canadian oil business When an opportunity to sell the Canadian assets occurred, Sherwood’s Board representatives at the time voted against doing so Following a successful and profitable fiscal year 2021 for the
Company and following his “divide and conquer playbook” Sherwood emailed some members of the Board stating that “there is still work to be done at BRN. In my opinion the company needs to exit Hawaii, divest the water business, and sell or merge
the Canadian oil and gas assets” Sherwood has provided vague platitudes via email, including stating: “Summarizing my ultimate vision for BRN, I see the Company as a cash rich entity with a $40+ million tax loss carry-forward that will, via an
acquisition, unlock/create meaningful shareholder value.” Neither the source of cash nor the plan for using NOLs has ever been articulated. Over five years, neither Sherwood nor any of his numerous designees on the Board have ever proposed
such an acquisition or merger opportunity
Sherwood’s Distractions: Past and Present 5 Sherwood lacks expertise in oil and
gas - Barnwell estimates that Sherwood’s ideas since 2020, should they have been implemented, would have lost shareholders at least $22 million of value Sherwood’s demand to sell the Land Investment segment in Hawaii and water well drilling
subsidiary at any price was imprudent and reflects his lack of understanding of the business Since mid-2020, the Land Investment segment collected distributions in excess of $15 million with virtually no offsetting expenses The Water
Resources International subsidiary contributed approximately $6 million in cash flow in fiscal 2020 under a cost-plus contract The Hawaii land revenues combined with the well drilling subsidiary performance enabled Barnwell to navigate the
pandemic and reinvest in its Twining oil and gas property The Company maximized the value of Water Resources International in March 2025 in a sale of its remaining assets for more than $1 million after selling two other rigs in prior years
for over $1,230,000 Despite Sherwood’s ideas, Barnwell Board members have always engaged with directors endorsed by Sherwood in the same manner as any other director with the goal of facilitating a healthy, functioning Board – AND despite many
of Sherwood’s endorsed directors attempting to serve Sherwood rather than the best interests of all shareholders 16 BARNWELLINDUSTRIES,INC.
Barnwell’s Attempts at Reconciliation with Sherwood 6 Barnwell has attempted to
avoid a public campaign by offering Sherwood a settlement that included appointing him to the Board. Offered to extend the 2023 Settlement Agreement Also offered to endorse a seven-person board which included five directors previously
endorsed by Sherwood. Sherwood has repeatedly rebuffed our efforts to engage in a constructive dialogue The Board’s latest proposal to Sherwood included two seats on a four-person Board, with the 5th seat held by the Company’s CEO. Sherwood
refused this proposal and will not settle for anything short of full control Barnwell remains open to a settlement where Sherwood would have appropriate representation, but the Board is not prepared to give Sherwood sole control of the
Company, particularly given the history of his nominees putting Sherwood’s interests over the best interests of all shareholders The Board’s latest attempt to reach a resolution follows a long history of attempting to avoid the cost and
distraction of Sherwood’s self-serving campaigns 17 BARNWELLINDUSTRIES,INC. Following the 2020 proxy contest, Sherwood obtained 3 seats on the seven-person Board Current Board was expressly approved by Sherwood under the 2023 Settlement
Agreement whereby the Company and Sherwood each designated two directors and a fifth director, Josh Horowitz, was selected as a compromise board member who was vetted by Sherwood and expressly endorsed by both parties to the settlement
agreement
Do not sign any blue consent card and do not consent to Sherwood’s
proposals. 18 BARNWELLINDUSTRIES,INC. If you have signed any blue consent card, you may revoke that consent by signing, dating and mailing the WHITE Consent Revocation Card immediately. Shareholders with questions or who need assistance
revoking any consent should contact: Okapi Partners LLC 1212 Avenue of the Americas, 17th Floor New York, New York 10036 +1 (877) 869-0171 Email: [email protected]
Important Additional Information and Where to Find It Barnwell Industries, Inc.
(the “Company”) has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) on April 14, 2025 (the “Preliminary Proxy Statement”) in connection with the solicitation of proxies for the Company’s 2025
annual meeting of stockholders (the “2025 Annual Meeting”). Prior to the 2025 Annual Meeting, the Company will file a definitive proxy statement (the “Proxy Statement”) together with a WHITE proxy card. STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders will be able to obtain, free of charge, copies of the Proxy Statement, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the Company with the SEC in
connection with the 2025 Annual Meeting at the SEC’s website (link) or at the Company’s website at https://ir.brninc.com/ or by contacting Alexander Kinzler, Secretary and General Counsel of the Company, by phone at (808) 531-8400, by email
at [email protected] or by mail at Barnwell Industries, Inc., 1100 Alakea Street, Suite 500, Honolulu, Hawaii 96813. Certain Information Regarding Participants The Company, its directors and certain of its executive officers and other
employees may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from shareholders in connection with the 2025 Annual Meeting. Additional information
regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the
2025 Annual Meeting. Information relating to the foregoing can also be found in the Company’s definitive proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on April 2, 2024 and in the Preliminary Proxy Statement.
To the extent holdings of such participants in the Company’s securities have changed since the amounts described in the Proxy Statement, such changes have been reflected on Statements of Change in Ownership on Form 3 and Form 4 filed with the
SEC: Form 3, filed by Craig Hopkins, with the filings of the Company on May 16, 2024; Form 4, filed by Craig Hopkins, with the filings of the Company on May 20, 2024, August 29, 2024, January 13, 2025 and January 17, 2025; Form 4, filed by
Joshua Horowitz, with the filings of the Company on August 23, 2024 and October 28, 2024; Form 4, filed by Kenneth Grossman, with the filings of the Company on October 28, 2024; and Form 4, filed by Douglas Woodrum, with the filings of the
Company on October 28, 2024. These filings can be found at the SEC’s website at www.sec.gov. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests (by security holdings
or otherwise), will be set forth in the proxy statement and other materials to be filed with the SEC. These documents can be obtained free of charge from the sources indicated above. 19 BARNWELLINDUSTRIES,INC. Legal Disclaimer