10-Q - BRN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2025

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-5103

BARNWELL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	72-0496921
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1100 Alakea Street, Suite 500, Honolulu, Hawaii	96813
(Address of principal executive offices)	(Zip code)
(808) 531-8400
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value	BRN	NYSE American
Common Stock Purchase Rights	N/A	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of May 12, 2025 there were 10,053,534 shares of common stock, par value $0.50, outstanding.

BARNWELL INDUSTRIES, INC.

AND SUBSIDIARIES

INDEX

PART I.	FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets - March 31, 2025 and September 30, 2024	3
	Condensed Consolidated Statements of Operations - three and six months ended March 31, 2025 and 2024	4
	Condensed Consolidated Statements of Comprehensive Loss - three and six months ended March 31, 2025 and 2024	5
	Condensed Consolidated Statements of Equity - three and six months ended March 31, 2025 and 2024	6
	Condensed Consolidated Statements of Cash Flows - six months ended<br><br>March 31, 2025 and 2024	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 4.	Controls and Procedures	41
PART II.	OTHER INFORMATION:
Item 1A.	Risk Factors	43
Item 5.	Other Information	44
Item 6.	Exhibits	45
	Signature	46
	Index to Exhibits	47

ITEM 1. FINANCIAL STATEMENTS

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,<br>2025		September 30,<br>2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,432,000	$	4,285,000
Accounts and other receivables, net of allowance for credit losses of:<br><br>$48,000 at March 31, 2025; $141,000 at September 30, 2024	1,773,000		2,190,000
Note receivable	800,000		—
Other current assets	790,000		873,000
Current assets of discontinued operations	—		1,535,000
Total current assets	4,795,000		8,883,000
Asset for retirement benefits	5,104,000		4,899,000
Operating lease right-of-use assets	190,000		39,000
Other non-current assets	265,000		—
Property and equipment:
Proved oil and natural gas properties (full cost method)	79,402,000		83,557,000
Other property and equipment	490,000		509,000
Total property and equipment	79,892,000		84,066,000
Accumulated depletion, impairment, depreciation, and amortization	(65,869,000)		(67,500,000)
Total property and equipment, net	14,023,000		16,566,000
Non-current assets of discontinued operations	—		282,000
Total assets	$	24,377,000	$	30,669,000
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,833,000	$	1,785,000
Accrued capital expenditures	61,000		2,407,000
Accrued compensation	258,000		526,000
Accrued operating and other expenses	1,104,000		1,465,000
Current portion of asset retirement obligation	1,079,000		798,000
Other current liabilities	517,000		301,000
Current liabilities of discontinued operations	—		530,000
Total current liabilities	4,852,000		7,812,000
Operating lease liabilities	112,000		7,000
Liability for retirement benefits	1,944,000		1,898,000
Asset retirement obligation	7,248,000		7,790,000
Deferred income tax liabilities	66,000		100,000
Total liabilities	14,222,000		17,607,000
Commitments and contingencies
Equity:
Common stock, par value $0.50 per share; authorized, 40,000,000 shares:<br><br>10,221,434 issued at March 31, 2025; 10,195,990 issued at September 30, 2024	5,111,000		5,098,000
Additional paid-in capital	7,806,000		7,690,000
(Accumulated deficit) retained earnings	(2,529,000)		595,000
Accumulated other comprehensive income, net	2,033,000		1,943,000
Treasury stock, at cost: 167,900 shares at March 31, 2025 and September 30, 2024	(2,286,000)		(2,286,000)
Total stockholders’ equity	10,135,000		13,040,000
Non-controlling interests	20,000		22,000
Total equity	10,155,000		13,062,000
Total liabilities and equity	$	24,377,000	$	30,669,000

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended<br>March 31,				Six months ended<br>March 31,
	2025		2024		2025		2024
Revenues:
Oil and natural gas	$	3,543,000	$	4,144,000	$	7,440,000	$	9,274,000
Sale of interest in leasehold land	—		500,000		—		500,000
Gas processing and other	26,000		34,000		63,000		66,000
	3,569,000		4,678,000		7,503,000		9,840,000
Costs and expenses:
Oil and natural gas operating	1,986,000		2,330,000		4,482,000		5,121,000
General and administrative	2,162,000		1,256,000		3,325,000		2,576,000
Depletion, depreciation, and amortization	754,000		1,342,000		1,658,000		2,801,000
Impairment of assets	52,000		1,677,000		665,000		1,677,000
Foreign currency (gain) loss	(10,000)		128,000		341,000		2,000
Interest expense	1,000		—		1,000		—
	4,945,000		6,733,000		10,472,000		12,177,000
Loss from continuing operations before equity in income of affiliates and income taxes	(1,376,000)		(2,055,000)		(2,969,000)		(2,337,000)
Equity in income of affiliates	—		1,071,000		—		1,071,000
Loss from continuing operations before income taxes	(1,376,000)		(984,000)		(2,969,000)		(1,266,000)
Income tax provision	162,000		100,000		169,000		166,000
Net loss from continuing operations	(1,538,000)		(1,084,000)		(3,138,000)		(1,432,000)
Net earnings (loss) from discontinued operations	331,000		(466,000)		12,000		(780,000)
Net loss	(1,207,000)		(1,550,000)		(3,126,000)		(2,212,000)
Less: Net earnings (loss) attributable to non-controlling interests	—		222,000		(2,000)		224,000
Net loss attributable to Barnwell Industries, Inc.	$	(1,207,000)	$	(1,772,000)	$	(3,124,000)	$	(2,436,000)
Basic and diluted (loss) earnings per common share attributable to Barnwell Industries, Inc. stockholders:
Net loss from continuing operations attributable to Barnwell Industries, Inc.	$	(0.15)	$	(0.13)	$	(0.31)	$	(0.16)
Net earnings (loss) from discontinued operations	0.03		(0.05)		—		(0.08)
Net loss attributable to Barnwell Industries, Inc.	$	(0.12)	$	(0.18)	$	(0.31)	$	(0.24)
Weighted-average number of common shares outstanding:
Basic and diluted	10,053,534		10,019,172		10,050,319		10,007,905

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	Three months ended<br>March 31,				Six months ended<br>March 31,
	2025		2024		2025		2024
Net loss	$	(1,207,000)	$	(1,550,000)	$	(3,126,000)	$	(2,212,000)
Other comprehensive (loss) income:
Foreign currency translation adjustments, net of taxes of $0	(3,000)		(22,000)		90,000		8,000
Retirement plans:
Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $0	—		(22,000)		—		(43,000)
Total other comprehensive (loss) income	(3,000)		(44,000)		90,000		(35,000)
Total comprehensive loss	(1,210,000)		(1,594,000)		(3,036,000)		(2,247,000)
Less: Comprehensive (income) loss attributable to non-controlling interests	—		(222,000)		2,000		(224,000)
Comprehensive loss attributable to Barnwell Industries, Inc.	$	(1,210,000)	$	(1,816,000)	$	(3,034,000)	$	(2,471,000)

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three months ended March 31, 2025 and 2024

(Unaudited)

	Shares<br>Outstanding	Common<br>Stock		Additional<br>Paid-In<br>Capital		Retained Earnings (Accumulated Deficit)		Accumulated<br>Other<br>Comprehensive Income		Treasury<br>Stock		Non-controlling<br>Interests		Total<br>Equity
Balance at December 31, 2023	10,000,106	$	5,084,000	$	7,747,000	$	5,496,000	$	2,113,000	$	(2,286,000)	$	11,000	$	18,165,000
Net (loss) earnings	—	—		—		(1,772,000)		—		—		222,000		(1,550,000)
Foreign currency translation adjustments, net of taxes of $0	—	—		—		—		(22,000)		—		—		(22,000)
Distributions to non-controlling interests	—	—		—		—		—		—		(219,000)		(219,000)
Share-based compensation	—	—		46,000		—		—		—		—		46,000
Issuance of common stock for restricted stock units vested	27,984	14,000		(14,000)		—		—		—		—		—
Retirement plans:
Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $0	—	—		—		—		(22,000)		—		—		(22,000)
Balance at March 31, 2024	10,028,090	$	5,098,000	$	7,779,000	$	3,724,000	$	2,069,000	$	(2,286,000)	$	14,000	$	16,398,000
Balance at December 31, 2024	10,053,534	$	5,111,000	$	7,746,000	$	(1,322,000)	$	2,036,000	$	(2,286,000)	$	20,000	$	11,305,000
Net loss	—	—		—		(1,207,000)		—		—		—		(1,207,000)
Foreign currency translation adjustments, net of taxes of $0	—	—		—		—		(3,000)		—		—		(3,000)
Share-based compensation	—	—		60,000		—		—		—		—		60,000
Balance at March 31, 2025	10,053,534	$	5,111,000	$	7,806,000	$	(2,529,000)	$	2,033,000	$	(2,286,000)	$	20,000	$	10,155,000

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Six months ended March 31, 2025 and 2024

(Unaudited)

	Shares<br>Outstanding	Common<br>Stock		Additional<br>Paid-In<br>Capital		Retained Earnings (Accumulated Deficit)		Accumulated<br>Other<br>Comprehensive Income		Treasury<br>Stock		Non-controlling<br>Interests		Total<br>Equity
Balance at September 30, 2023	9,990,778	$	5,079,000	$	7,687,000	$	6,160,000	$	2,104,000	$	(2,286,000)	$	13,000	$	18,757,000
Net (loss) earnings	—	—		—		(2,436,000)		—		—		224,000		(2,212,000)
Foreign currency translation adjustments, net of taxes of $0	—	—		—		—		8,000		—		—		8,000
Distributions to non-controlling interests	—	—		—		—		—		—		(223,000)		(223,000)
Share-based compensation	—	—		111,000		—		—		—		—		111,000
Issuance of common stock for restricted stock units vested	37,312	19,000		(19,000)		—		—		—		—		—
Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $0	—	—		—		—		(43,000)		—		—		(43,000)
Balance at March 31, 2024	10,028,090	$	5,098,000	$	7,779,000	$	3,724,000	$	2,069,000	$	(2,286,000)	$	14,000	$	16,398,000
Balance at September 30, 2024	10,028,090	$	5,098,000	$	7,690,000	$	595,000	$	1,943,000	$	(2,286,000)	$	22,000	$	13,062,000
Net loss	—	—		—		(3,124,000)		—		—		(2,000)		(3,126,000)
Foreign currency translation adjustments, net of taxes of $0	—	—		—		—		90,000		—		—		90,000
Share-based compensation	—	—		129,000		—		—		—		—		129,000
Issuance of common stock for restricted stock units vested	25,444	13,000		(13,000)		—		—		—		—		—
Balance at March 31, 2025	10,053,534	$	5,111,000	$	7,806,000	$	(2,529,000)	$	2,033,000	$	(2,286,000)	$	20,000	$	10,155,000

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended<br>March 31,
	2025		2024
Cash flows from operating activities of continuing operations:
Net loss	$	(3,126,000)	$	(2,212,000)
Net earnings (loss) from discontinued operations	12,000		(780,000)
Net loss from continuing operations	(3,138,000)		(1,432,000)
Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities:
Equity in income of affiliates	—		(1,071,000)
Depletion, depreciation, and amortization	1,658,000		2,801,000
Impairment of assets	665,000		1,677,000
Sale of interest in leasehold land, net of fees paid	—		(439,000)
Distributions of income from equity investees	—		1,071,000
Retirement benefits income	(158,000)		(173,000)
Non-cash rent expense (income)	1,000		(13,000)
Accretion of asset retirement obligation	391,000		434,000
Deferred income tax (benefit) expense	(34,000)		51,000
Asset retirement obligation payments	(275,000)		(396,000)
Share-based compensation expense	129,000		111,000
Retirement plan contributions and payments	(1,000)		(2,000)
Credit loss (reversal) expense	(10,000)		46,000
Foreign currency loss	341,000		2,000
(Decrease) increase from changes in current assets and liabilities	(423,000)		333,000
Net cash (used in) provided by operating activities from continuing operations	(854,000)		3,000,000
Cash flows from investing activities of continuing operations:
Proceeds from sale of interest in leasehold land, net of fees paid	—		439,000
Proceeds from the sale of oil and natural gas assets	282,000		—
Capital expenditures - oil and natural gas	(2,641,000)		(1,624,000)
Dividend received from discontinued operations	250,000		—
Cash divested from the sale of discontinued operations, net of proceeds	(163,000)		—
Net cash used in investing activities from continuing operations	(2,272,000)		(1,185,000)
Cash flows from financing activities of continuing operations:
Repayments for insurance premium financing	(15,000)		—
Distributions to non-controlling interests	—		(223,000)
Net cash used in financing activities from continuing operations	(15,000)		(223,000)
Cash flows from discontinued operations:
Net cash used in operating activities	(95,000)		(738,000)
Net cash provided by (used in) investing activities	538,000		(1,000)
Net cash used in financing activities	(250,000)		—
Net cash provided by (used in) discontinued operations	193,000		(739,000)
Effect of exchange rate changes on cash and cash equivalents	(125,000)		2,000
Net (decrease) increase in cash and cash equivalents	(3,073,000)		855,000
Cash and cash equivalents at beginning of period	4,505,000		2,830,000
Less: Cash and cash equivalents of discontinued operations at end of period	—		(118,000)
Cash and cash equivalents of continuing operations at end of period	$	1,432,000	$	3,567,000

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Barnwell Industries, Inc. and all majority-owned subsidiaries (collectively referred to herein as “Barnwell,” “we,” “our,” “us,” or the “Company”), including a 77.6%-owned land investment general partnership (Kaupulehu Developments) and a 75%-owned land investment partnership (KD Kona 2013 LLLP). All significant intercompany accounts and transactions have been eliminated.

Undivided interests in oil and natural gas exploration and production joint ventures are consolidated on a proportionate basis. Barnwell’s investments in both unconsolidated entities in which a significant, but less than controlling, interest is held and in variable interest entities in which the Company is not deemed to be the primary beneficiary are accounted for by the equity method.

Unless otherwise indicated, all references to “dollars” in this Form 10-Q are to U.S. dollars.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements and notes have been prepared by Barnwell in accordance with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in Barnwell’s September 30, 2024 Annual Report on Form 10-K, as amended by our Form 10-K/A Amendment No. 1 (our “2024 Annual Report”). The Condensed Consolidated Balance Sheet as of September 30, 2024 has been derived from audited consolidated financial statements.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at March 31, 2025, results of operations, comprehensive loss, and equity for the three and six months ended March 31, 2025 and 2024, and cash flows for the six months ended March 31, 2025 and 2024, have been made. The results of operations for the period ended March 31, 2025 are not necessarily indicative of the operating results for the full year.

Use of Estimates in the Preparation of Condensed Consolidated Financial Statements

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management of Barnwell to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ significantly from those estimates. Significant assumptions are required in the

valuation of deferred tax assets, asset retirement obligations, proved oil and natural gas reserves, and such assumptions may impact the amount at which such items are recorded.

Significant Accounting Policies

Other than as set forth below, there have been no changes to Barnwell's significant accounting policies as described in the Notes to Consolidated Financial Statements included in Item 8 of the Company's 2024 Annual Report.

Discontinued Operations

On March 14, 2025, the Company entered into and completed the sale of its wholly-owned subsidiary, Water Resources International, Inc. (“Water Resources”). Water Resources drilled water wells and installed and repaired water pumping systems in Hawaii and represented our contract drilling segment. As a result of the sale, the Company has classified the related assets and liabilities and the results of its contract drilling business as discontinued operations in the condensed consolidated financial statements for all periods presented. Prior to the sale, the Company did not have any assurances that a sale of Water Resources was likely to occur. See Note 3 “Discontinued Operations” for further discussion and additional disclosures related to discontinued operations. Unless otherwise noted, the discussions in the notes to the condensed consolidated financial statements refers to the Company’s continuing operations.

2. GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for the twelve-month period following the date of issuance of these condensed consolidated financial statements.

Our ability to sustain our business in the future will depend on sufficient oil and natural gas operating cash flows, which are highly sensitive to potentially volatile oil and natural gas prices, timely repayment of the note receivable from the buyers of our contract drilling segment, and the amount and timing of costs incurred related to the shareholder consent solicitation and ongoing proxy contest. A sufficient level of such cash inflows are necessary to fund discretionary oil and natural gas capital expenditures, which must be economically successful to provide sufficient returns to grow reserves and production or at a minimum replace declining production from aging wells. Such a level of oil and natural gas capital expenditures may require funding from external debt or equity sources that are not currently in place, but those sources may not be feasible or sufficient. In addition, we will need sufficient cash flows to fund our non-discretionary outflows such as oil and natural gas asset retirement obligations and ongoing operating and general and administrative expenses.

Due to the recent shareholder consent solicitation and the ongoing proxy contest costs incurred and estimated to be incurred and the impacts of recently imposed tariffs which have caused a reduction in oil prices and have had an impact on the U.S. economy as a whole, we now face a greater uncertainty about our oil and natural gas operating cash inflows as described above, which in turn limits our ability to make the required discretionary cash outflows for the capital expenditures necessary to convert our proved undeveloped reserves to proved developed reserves. Furthermore, because of the greater uncertainty about our cash inflows described above, there is substantial doubt about our ability to fund our non-discretionary cash outflows and thus substantial doubt about our ability to continue as a going concern for one year from the date of the filing of this report.

The Company is investigating potential sources of funding, including debt financing, non-core oil and natural gas property sales and the partial or complete sale of its remaining interests in the Kukio Resort Land Development Partnerships, however, no probable timing or amounts of such funding have yet been secured. Because of this uncertainty as well as uncertainties regarding the potential duration and depth of the impacts of recently legislated tariffs on the economy as a whole, which in turn affects oil prices and our business as described above, substantial doubt about our ability to continue as a going concern for one year from the date of the filing of this report exists. These financial statements do not include any adjustments that might result from the outcome of these uncertainties.

3. DISCONTINUED OPERATIONS

On March 14, 2025, the Company entered into a Stock Purchase Agreement with three unrelated individuals (collectively, the “Buyer”) whereby the Buyer acquired all of the shares of capital stock of Water Resources (the “Shares”) owned by the Company (the “Purchase Agreement”). The sale and purchase of the Shares closed (the “Closing”) simultaneously with the execution and delivery of the Purchase Agreement by each of the parties thereto on March 14, 2025. The aggregate purchase price for the Shares was $1,050,000, which was paid at Closing by the Buyer as follows: an initial aggregate cash payment of $250,000 and the delivery of a non-interest bearing promissory note with a principal amount of $800,000 (the “Promissory Note”). The principal payments on the Promissory Note are to be paid in installments on the following schedule: $200,000 on May 15, 2025; and $150,000 on June 16, 2025, July 15, 2025, August 15, 2025, and September 15, 2025. The Promissory Note is secured by certain specified assets of Water Resources and personal guarantees of the purchasers.

Water Resources drilled water wells and installed and repaired water pumping systems in Hawaii and represented our contract drilling segment. As a result of the sale, the Company has classified the related assets and liabilities and the results of its contract drilling business as discontinued operations in the condensed consolidated financial statements for all periods presented. Prior to the sale, the Company did not have any assurances that a sale of Water Resources was likely to occur. The Company recorded a loss of $193,000 on the sale of Water Resources, which was included in the results from discontinued operations for the three and six months ended March 31, 2025. There was no impact from the sale of Water Resources on the provision for income taxes.

The following table presents the financial results from discontinued operations presented in the Condensed Consolidated Statements of Operations.

	Three months ended<br>March 31,				Six months ended<br>March 31,
	2025		2024		2025		2024
Revenues:
Contract drilling	$	613,000	$	1,070,000	$	1,156,000	$	2,063,000
Other	—		26,000		—		26,000
	613,000		1,096,000		1,156,000		2,089,000
Costs and expenses:
Contract drilling operating	519,000		1,387,000		1,239,000		2,556,000
General and administrative	91,000		125,000		209,000		209,000
Depreciation and amortization	16,000		50,000		40,000		102,000
Interest expense	1,000		—		1,000		2,000
Gain on sale of assets (1)	(538,000)		—		(538,000)		—
	89,000		1,562,000		951,000		2,869,000
Earnings (loss) from discontinued operations before income taxes	524,000		(466,000)		205,000		(780,000)
Loss on sale of discontinued operations	(193,000)		—		(193,000)		—
Income tax provision	—		—		—		—
Net earnings (loss) from discontinued operations	$	331,000	$	(466,000)	$	12,000	$	(780,000)

________________________

(1) In February 2025, the Company completed the sale of a contract drilling segment drilling rig and related ancillary equipment to an independent third party for proceeds of $538,000, net of related costs. The drilling rig and related ancillary equipment were fully depreciated and had a net book value of zero and as a result of the sale, the Company recognized a $538,000 gain during the three and six months ended March 31, 2025 which was recorded in discontinued operations.

The following table presents the carrying amounts of the assets and liabilities of discontinued operations on the Condensed Consolidated Balance Sheets.

	March 31,<br>2025		September 30,<br>2024
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	220,000
Accounts and other receivables, net of allowance for credit losses of:<br><br>$0 at March 31, 2025; $234,000 at September 30, 2024	—		580,000
Assets held for sale	—		69,000
Other current assets	—		666,000
Total current assets of discontinued operations	$	—	$	1,535,000
Non-current assets:
Property and equipment:
Drilling rigs and other property and equipment	$	—	$	3,170,000
Accumulated depreciation, impairment, and amortization	—		(2,888,000)
Total non-current assets of discontinued operations	$	—	$	282,000
LIABILITIES
Current liabilities:
Accounts payable	$	—	$	37,000
Accrued compensation	—		124,000
Accrued operating and other expenses	—		369,000
Total current liabilities of discontinued operations	$	—	$	530,000

4. LOSS PER COMMON SHARE

Basic loss per share is computed using the weighted-average number of common shares outstanding for the period. Diluted loss per share is calculated using the treasury stock method to reflect the assumed issuance of common shares for all potentially dilutive securities, which consist of outstanding stock options and nonvested restricted stock units. Potentially dilutive shares are excluded from the computation of diluted loss per share if their effect is anti-dilutive.

Options to purchase 465,000 shares of common stock and 258,699 restricted stock units were excluded from the computation of diluted shares for the three months ended March 31, 2025, as their inclusion would have been anti-dilutive. Options to purchase 465,000 shares of common stock and 237,475 restricted stock units were excluded from the computation of diluted shares for the six months ended March 31, 2025, as their inclusion would have been anti-dilutive.

Options to purchase 465,000 shares of common stock and 76,336 restricted stock units were excluded from the computation of diluted shares for the three and six months ended March 31, 2024, as their inclusion would have been anti-dilutive.

Reconciliations between net loss attributable to Barnwell stockholders and common shares outstanding of the basic and diluted net loss per share computations are detailed in the following table:

	Three months ended<br>March 31,				Six months ended<br>March 31,
	2025		2024		2025		2024
Numerator:
Net loss from continuing operations	$	(1,538,000)	$	(1,084,000)	$	(3,138,000)	$	(1,432,000)
Less: Net earnings (loss) attributable to non-controlling interests of continuing operations	—		222,000		(2,000)		224,000
Net loss from continuing operations attributable to Barnwell Industries, Inc.	(1,538,000)		(1,306,000)		(3,136,000)		(1,656,000)
Net earnings (loss) from discontinued operations	331,000		(466,000)		12,000		(780,000)
Net loss attributable to Barnwell Industries, Inc.	$	(1,207,000)	$	(1,772,000)	$	(3,124,000)	$	(2,436,000)
Denominator:
Basic weighted-average number of common shares outstanding	10,053,534		10,019,172		10,050,319		10,007,905
Effect of dilutive securities - common stock options and restricted stock units	—		—		—		—
Diluted weighted-average number of common shares outstanding	10,053,534		10,019,172		10,050,319		10,007,905
Basic and diluted (loss) earnings per common share:
Net loss per common share from continuing operations attributable to Barnwell Industries, Inc. stockholders	$	(0.15)	$	(0.13)	$	(0.31)	$	(0.16)
Net earnings (loss) per common share from discontinued operations	0.03		(0.05)		—		(0.08)
Net loss per common share attributable to Barnwell Industries, Inc. stockholders	$	(0.12)	$	(0.18)	$	(0.31)	$	(0.24)

5. ALLOWANCE FOR CREDIT LOSSES

The following table summarizes the activity in the balance of allowance for credit losses related to accounts and other receivables:

	Six months ended<br>March 31,
	2025		2024
Allowance for credit losses at beginning of period	$	141,000	$	50,000
(Reversal of) provision for expected credit losses	(10,000)		46,000
Write-offs charged against the allowance	(75,000)		(6,000)
Recoveries of amounts previously written off	—		15,000
Foreign currency translation adjustment	(8,000)		—
Allowance for credit losses at end of period	$	48,000	$	105,000

6. INVESTMENTS

Investment in Kukio Resort Land Development Partnerships

On November 27, 2013, Barnwell, through a wholly-owned subsidiary, entered into two limited liability limited partnerships, KD Kona 2013 LLLP (“KD Kona”) and KKM Makai, LLLP (“KKM”), and indirectly acquired a 19.6% non-controlling ownership interest in each of KD Kukio Resorts, LLLP, KD Maniniowali, LLLP and KD Kaupulehu, LLLP (“KDK”) for $5,140,000. These entities, collectively referred to hereinafter as the “Kukio Resort Land Development Partnerships,” own certain real estate and development rights interests in the Kukio, Maniniowali and Kaupulehu portions of Kukio Resort, a private residential community on the Kona coast of the island of Hawaii, as well as Kukio Resort’s real estate sales office operations. KDK holds interests in KD Acquisition, LLLP (“KD I”) and KD Acquisition II, LP, formerly KD Acquisition II, LLLP (“KD II”). KD I is the developer of Kaupulehu Lot 4A Increment I (“Increment I”), and KD II is the developer of Kaupulehu Lot 4A Increment II (“Increment II”). Barnwell’s ownership interests in the Kukio Resort Land Development Partnerships is accounted for using the equity method of accounting.

In March 2019, KD II admitted a new development partner, Replay Kaupulehu Development, LLC (“Replay”), a party unrelated to Barnwell, in an effort to move forward with development of the remainder of Increment II at Kaupulehu. KDK and Replay hold ownership interests of 55% and 45%, respectively, of KD II and Barnwell has a 10.8% indirect non-controlling ownership interest in KD II through KDK, which is accounted for using the equity method of accounting. Barnwell continues to have an indirect 19.6% non-controlling ownership interest in KD Kukio Resorts, LLLP, KD Maniniowali, LLLP, and KD I.

The partnerships derive income from the sale of residential parcels in Increment I, which is now completely sold, as well as from commissions on real estate sales by the real estate sales office and revenues resulting from the sale of private club memberships. The last two single-family lots of the 80 lots developed within Increment I were sold in the quarter ended March 31, 2024.

Increment II is not yet under development, and there is no assurance that development of such acreage will in fact occur. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.

Barnwell has the right to receive distributions from the Kukio Resort Land Development Partnerships via its non-controlling interest in KD Kona and KKM, based on its respective partnership sharing ratios of 75% and 34.45%, respectively. No cash distributions were received during the three and six months ended March 31, 2025. During the three and six months ended March 31, 2024, Barnwell received cash distributions of $1,071,000 (resulting in a net amount of $953,000, after distributing $118,000 to non-controlling interests) from the Kukio Resort Land Development Partnerships.

Summarized financial information for the Kukio Resort Land Development Partnerships is as follows:

	Three months ended March 31,
	2025		2024
Revenue	$	4,293,000	$	10,153,000
Gross profit	$	2,179,000	$	7,329,000
Net earnings	$	1,599,000	$	6,658,000	Six months ended March 31,
---	---	---	---	---
	2025		2024
Revenue	$	5,592,000	$	12,039,000
Gross profit	$	2,658,000	$	8,146,000
Net earnings	$	1,551,000	$	7,012,000

In the quarter ended June 30, 2021, the Company received cumulative distributions from the Kukio Resort Land Development Partnerships in excess of our investment balance and in accordance with applicable accounting guidance, the Company suspended its equity method earnings recognition and the Kukio Resort Land Development Partnerships investment balance was reduced to zero with the distributions received in excess of our investment balance recorded as equity in income of affiliates because the distributions are not refundable by agreement or by law and the Company is not liable for the obligations of or otherwise committed to provide financial support to the Kukio Resort Land Development Partnerships. The Company will record future equity method earnings only after our share of the Kukio Resort Land Development Partnerships’ cumulative earnings in excess of distributions during the suspended period exceeds our share of the Kukio Resort Land Development Partnerships’ income recognized for the excess distributions, and during this suspended period any distributions received will be recorded as equity in income of affiliates. Accordingly, no equity in income of affiliates was recognized in the six months ended March 31, 2025.

Cumulative distributions received from the Kukio Resort Land Development Partnerships in excess of our investment balance was $31,000 at March 31, 2025 and $373,000 at September 30, 2024.

Sale of Interest in Leasehold Land

Kaupulehu Developments holds rights to receive payments from KD I and KD II resulting from the sale of lots and/or residential units within Increment I, which is now fully sold, and within Increment II, which is not yet developed (see Note 18).

With respect to Increment I, Kaupulehu Developments was entitled to receive payments from KD I based on 10% of the gross receipts from KD I’s sales of single-family residential lots in Increment I. In the quarter ended March 31, 2024, the last two single-family lots of the 80 lots developed within Increment I were sold.

The following table summarizes the Increment I revenues from KD I and the amount of fees directly related to such revenues:

	Three months ended<br>March 31,				Six months ended<br>March 31,
	2025		2024		2025		2024
Sale of interest in leasehold land:
Revenues - sale of interest in leasehold land	$	—	$	500,000	$	—	$	500,000
Fees - included in general and administrative expenses	—		(61,000)		—		(61,000)
Sale of interest in leasehold land, net of fees paid	$	—	$	439,000	$	—	$	439,000

There is no assurance with regards to any payments in the future from Increment II to be received or that the remaining acreage within Increment II will be developed. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.

Investment in Leasehold Land Interest - Lot 4C

Kaupulehu Developments holds an interest in an area of approximately 1,000 acres of vacant leasehold land zoned conservation located adjacent to Lot 4A, which currently has no development potential without both a development agreement with the lessor and zoning reclassification. The lease terminates in December 2025.

7. OIL AND NATURAL GAS PROPERTIES AND ASSET RETIREMENT OBLIGATIONS

Oil and Natural Gas Property Dispositions

There were no significant oil and natural gas property dispositions during the six months ended March 31, 2025 and 2024. The $282,000 of proceeds from the sale of oil and natural gas properties included in the Condensed Consolidated Statement of Cash Flows for the six months ended March 31, 2025 represents proceeds that were credited to our cash in October 2024 from a sale of properties that closed in late September 2024.

Impairment of Oil and Natural Gas Properties

Under the full cost method of accounting, the Company performs quarterly oil and natural gas ceiling test calculations. Changes in the 12-month rolling average first-day-of-the-month prices for oil, natural gas and natural gas liquids prices (except where prices are defined by contractual arrangements), the value of reserve additions as compared to the amount of capital expenditures to obtain them, and changes in production rates and estimated levels of reserves, future development costs and the market value of unproved properties, impact the determination of the maximum carrying value of oil and natural gas properties.

During the three and six months ended March 31, 2025, the Company incurred a non-cash ceiling test impairment for our U.S. oil and natural gas properties of $52,000 and $665,000, respectively. During the three and six months ended March 31, 2024, the Company incurred a non-cash ceiling test impairment for our Canadian oil and natural gas properties of $1,677,000.

As discussed above, the ceiling test uses a 12-month historical rolling average first-day-of-the-month prices. As such, declines in the 12-month historical rolling average first-day-of-the-month prices used in our ceiling test calculation in future periods could result in impairment write-downs in future periods in the absence of any offsetting factors that are not currently known or projected. Based on the oil and gas prices for April 1 and May 1 of 2025, the oil prices and natural gas prices used in the 12-month historical rolling first-day-of-the-month average oil price for the ceiling test at June 30, 2025 will be lower than at March 31, 2025. Whereas we believe our Canadian full cost pool is below the ceiling limit, our U.S. full cost pool had no ceiling excess at March 31, 2025, and thus a further impairment charge is more likely than not for our U.S full cost pool in the quarter ending June 30, 2025. The Company is currently unable to estimate a range of the amount of any potential future impairment write-downs as variables that impact the ceiling limitation are dependent upon actual results of activity through the end of June 2025.

Asset Retirement Obligations

In 2021 the Company entered into an agreement with Canada’s Orphan Well Association (“OWA”), where the Company was required to pay abandonment and reclamation costs for certain properties in advance through two cash deposits, one for abandonment and one for reclamation. Barnwell has provided $975,000 in cumulative cash deposits to the OWA since the program began in the fall of 2021, and any amount remaining after completion of the abandonments was to be refunded to the Company, and then upon commencement of the reclamation program a new deposit was to be made for those estimated costs. To date, the excess deposits that relate to abandonment work have not yet been refunded but have been used to fund the reclamation part of the program and the Company now estimates that a portion of the unused deposit will instead be applied to future reclamation work over the next several years. The estimated current portion of the unused deposit was $226,000 and $527,000 at March 31, 2025 and September 30, 2024, respectively, and is included in “Other current assets” on the Company’s Condensed Consolidated Balance Sheets. The non-current portion of the unused deposit of $215,000 along with $50,000 of non-current receivables at March 31, 2025, is included in “Other non-current assets” on the Company’s Condensed Consolidated Balance Sheet at March 31, 2025.

8. RETIREMENT PLANS

Barnwell sponsors a noncontributory defined benefit pension plan (“Pension Plan”) covering substantially all of its U.S. employees and a noncontributory Supplemental Executive Retirement Plan (“SERP”), which covers certain current and former employees of Barnwell for amounts exceeding the limits allowed under the Pension Plan. Effective December 31, 2019, the accrual of benefits for all participants in the Pension Plan and SERP was frozen and the plans were closed to new participants from that point forward.

The following tables detail the components of net periodic benefit (income) cost for Barnwell’s retirement plans:

	Pension Plan				SERP
	Three months ended March 31,
	2025		2024		2025		2024
Interest cost	$	97,000	$	102,000	$	24,000	$	24,000
Expected return on plan assets	(200,000)		(191,000)		—		—
Amortization of net actuarial gain	—		—		—		(22,000)
Net periodic benefit (income) cost	$	(103,000)	$	(89,000)	$	24,000	$	2,000	Pension Plan	SERP
---	---	---	---	---	---	---	---	---
	Six months ended March 31,
	2025		2024		2025		2024
Interest cost	$	195,000	$	205,000	$	47,000	$	48,000
Expected return on plan assets	(400,000)		(383,000)		—		—
Amortization of net actuarial gain	—		—		—		(43,000)
Net periodic benefit (income) cost	$	(205,000)	$	(178,000)	$	47,000	$	5,000

The net periodic benefit (income) cost is included in “General and administrative” expenses in the Company's Condensed Consolidated Statements of Operations.

Currently, no contributions are planned to be made to the Pension Plan during fiscal 2025. The SERP plan is unfunded and Barnwell funds benefits when payments are made. Expected payments under the SERP for fiscal 2025 are expected to be $76,000. Fluctuations in actual equity market returns as well as changes in general interest rates will result in changes in the market value of plan assets and may result in increased or decreased retirement benefits costs and contributions in future periods.

9. INCOME TAXES

The components of loss from continuing operations before income taxes, after adjusting the loss for non-controlling interests, are as follows:

	Three months ended<br>March 31,				Six months ended<br>March 31,
	2025		2024		2025		2024
United States	$	(1,526,000)	$	1,004,000	$	(2,673,000)	$	629,000
Canada	150,000		(2,210,000)		(294,000)		(2,119,000)
	$	(1,376,000)	$	(1,206,000)	$	(2,967,000)	$	(1,490,000)

The components of the income tax provision from continuing operations are as follows:

	Three months ended<br>March 31,				Six months ended<br>March 31,
	2025		2024		2025		2024
Current	$	187,000	$	47,000	$	203,000	$	115,000
Deferred	(25,000)		53,000		(34,000)		51,000
	$	162,000	$	100,000	$	169,000	$	166,000

Consolidated taxes do not bear a customary relationship to pretax results due primarily to the fact that the Company is taxed separately in Canada based on Canadian source operations and in the U.S. based on consolidated operations, and essentially all deferred tax assets, net of relevant offsetting deferred tax liabilities, are not estimated to have a future benefit as tax credits or deductions. The Company operates two subsidiaries in Canada, one of which is a U.S. corporation operating as a branch in Canada that is treated as a non-resident for Canadian tax purposes and thus has operating results that cannot be offset against or combined with the other Canadian subsidiary that files as a resident for Canadian tax purposes. Income from our non-controlling interest in the Kukio Resort Land Development Partnerships is treated as non-unitary for state of Hawaii unitary filing purposes, thus unitary Hawaii losses provide limited sheltering of such non-unitary income. Income from our investment in the Oklahoma oil venture is 100% allocable to Oklahoma. As such, Barnwell receives no benefit from consolidated or unitary losses and, therefore, is subject to Oklahoma state taxes. Our operations in Texas are subject to a franchise tax assessed by the state of Texas, however no significant amounts have been incurred to date.

10. SEGMENT INFORMATION

As disclosed in Note 3 “Discontinued Operations,” on March 14, 2025, the Company completed the sale of Water Resources, which represented the Company’s contract drilling segment. The financial results of the Company’s contract drilling business has been presented as discontinued operations and therefore is excluded from segment reporting. Accordingly, Barnwell’s continuing operations include the following two principal business segments:

Oil and Natural Gas Segment - Barnwell engages in oil and natural gas development, production, acquisitions and sales in Canada and in the U.S. states of Oklahoma and Texas.

Land Investment Segment - Barnwell owns leasehold land interests in Hawaii.

The following table presents certain financial information related to Barnwell’s reporting segments. All revenues reported are from external customers with no intersegment sales or transfers.

	Three months ended<br>March 31,				Six months ended<br>March 31,
	2025		2024		2025		2024
Revenues:
Oil and natural gas	$	3,543,000	$	4,144,000	$	7,440,000	$	9,274,000
Land investment	—		500,000		—		500,000
Other	22,000		16,000		33,000		33,000
Total before interest income	3,565,000		4,660,000		7,473,000		9,807,000
Interest income	4,000		18,000		30,000		33,000
Total revenues	$	3,569,000	$	4,678,000	$	7,503,000	$	9,840,000
Depletion, depreciation, and amortization:
Oil and natural gas	$	753,000	$	1,342,000	$	1,657,000	$	2,800,000
Other	1,000		—		1,000		1,000
Total depletion, depreciation, and amortization	$	754,000	$	1,342,000	$	1,658,000	$	2,801,000
Impairment:
Oil and natural gas	$	52,000	$	1,677,000	$	665,000	$	1,677,000
Total impairment	$	52,000	$	1,677,000	$	665,000	$	1,677,000
Operating profit (loss) (before general and administrative expenses):
Oil and natural gas	$	752,000	$	(1,205,000)	$	636,000	$	(324,000)
Land investment	—		500,000		—		500,000
Other	21,000		16,000		32,000		32,000
Total operating profit (loss)	773,000		(689,000)		668,000		208,000
Equity in income of affiliates:
Land investment	—		1,071,000		—		1,071,000
General and administrative expenses	(2,162,000)		(1,256,000)		(3,325,000)		(2,576,000)
Foreign currency gain (loss)	10,000		(128,000)		(341,000)		(2,000)
Interest expense	(1,000)		—		(1,000)		—
Interest income	4,000		18,000		30,000		33,000
Loss from continuing operations before income taxes	$	(1,376,000)	$	(984,000)	$	(2,969,000)	$	(1,266,000)

11. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following tables provide information about disaggregated revenue by revenue streams, reportable segments, geographical region, and timing of revenue recognition based upon continuing operations for the three and six months ended March 31, 2025 and 2024.

		Three months ended March 31, 2025
		Oil and natural gas		Land investment		Other		Total
Revenue streams:
	Oil	$	2,601,000	$	—	$	—	$	2,601,000
	Natural gas	488,000		—		—		488,000
	Natural gas liquids	454,000		—		—		454,000
	Other	—		—		22,000		22,000
	Total revenues before interest income	$	3,543,000	$	—	$	22,000	$	3,565,000
Geographical regions:
	United States	$	376,000	$	—	$	—	$	376,000
	Canada	3,167,000		—		22,000		3,189,000
	Total revenues before interest income	$	3,543,000	$	—	$	22,000	$	3,565,000
Timing of revenue recognition:
	Goods transferred at a point in time	$	3,543,000	$	—	$	22,000	$	3,565,000
		Three months ended March 31, 2024
---	---	---	---	---	---	---	---
		Oil and natural gas		Land investment		Other		Total
Revenue streams:
	Oil	$	2,985,000	$	—	$	—	$	2,985,000
	Natural gas	678,000		—		—		678,000
	Natural gas liquids	481,000		—		—		481,000
	Contingent residual payments	—		500,000		—		500,000
	Other	—		—		16,000		16,000
	Total revenues before interest income	$	4,144,000	$	500,000	$	16,000	$	4,660,000
Geographical regions:
	United States	$	674,000	$	500,000	$	—	$	1,174,000
	Canada	3,470,000		—		16,000		3,486,000
	Total revenues before interest income	$	4,144,000	$	500,000	$	16,000	$	4,660,000
Timing of revenue recognition:
	Goods transferred at a point in time	$	4,144,000	$	500,000	$	16,000	$	4,660,000
		Six months ended March 31, 2025
---	---	---	---	---	---	---	---
		Oil and natural gas		Land investment		Other		Total
Revenue streams:
	Oil	$	5,744,000	$	—	$	—	$	5,744,000
	Natural gas	837,000		—		—		837,000
	Natural gas liquids	859,000		—		—		859,000
	Other	—		—		33,000		33,000
	Total revenues before interest income	$	7,440,000	$	—	$	33,000	$	7,473,000
Geographical regions:
	United States	$	731,000	$	—	$	—	$	731,000
	Canada	6,709,000		—		33,000		6,742,000
	Total revenues before interest income	$	7,440,000	$	—	$	33,000	$	7,473,000
Timing of revenue recognition:
	Goods transferred at a point in time	$	7,440,000	$	—	$	33,000	$	7,473,000
		Six months ended March 31, 2024
---	---	---	---	---	---	---	---
		Oil and natural gas		Land investment		Other		Total
Revenue streams:
	Oil	$	6,877,000	$	—	$	—	$	6,877,000
	Natural gas	1,390,000		—		—		1,390,000
	Natural gas liquids	1,007,000		—		—		1,007,000
	Contingent residual payments	—		500,000		—		500,000
	Other	—		—		33,000		33,000
	Total revenues before interest income	$	9,274,000	$	500,000	$	33,000	$	9,807,000
Geographical regions:
	United States	$	1,428,000	$	500,000	$	—	$	1,928,000
	Canada	7,846,000		—		33,000		7,879,000
	Total revenues before interest income	$	9,274,000	$	500,000	$	33,000	$	9,807,000
Timing of revenue recognition:
	Goods transferred at a point in time	$	9,274,000	$	500,000	$	33,000	$	9,807,000

Contract Balances

The following table provides the balances of our receivables from contracts with customers which is included in "Accounts and other receivables, net of allowance for credit losses," in the accompanying Condensed Consolidated Balance Sheets.

	March 31, 2025		September 30, 2024		September 30, 2023
Accounts receivables from contracts with customers	$	1,240,000	$	1,472,000	$	2,344,000

12. ACCUMULATED OTHER COMPREHENSIVE INCOME

The changes in each component of accumulated other comprehensive income were as follows:

	Three months ended<br>March 31,				Six months ended<br>March 31,
	2025		2024		2025		2024
Foreign currency translation:
Beginning accumulated foreign currency translation	$	313,000	$	250,000	$	220,000	$	220,000
Change in cumulative translation adjustment before reclassifications	(3,000)		(22,000)		90,000		8,000
Income taxes	—		—		—		—
Net current period other comprehensive (loss) income	(3,000)		(22,000)		90,000		8,000
Ending accumulated foreign currency translation	310,000		228,000		310,000		228,000
Retirement plans:
Beginning accumulated retirement plans benefit income	1,723,000		1,863,000		1,723,000		1,884,000
Amortization of net actuarial gain	—		(22,000)		—		(43,000)
Income taxes	—		—		—		—
Net current period other comprehensive loss	—		(22,000)		—		(43,000)
Ending accumulated retirement plans benefit income	1,723,000		1,841,000		1,723,000		1,841,000
Accumulated other comprehensive income, net of taxes	$	2,033,000	$	2,069,000	$	2,033,000	$	2,069,000

The amortization of net actuarial gain for the retirement plans are included in the computation of net periodic benefit (income) cost which is a component of “General and administrative” expenses on the accompanying Condensed Consolidated Statements of Operations (see Note 8 for additional details).

13. FAIR VALUE MEASUREMENTS

The carrying values of cash and cash equivalents, accounts and other receivables, note receivable, accounts payable and accrued current liabilities approximate their fair values due to the short-term nature of the instruments.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The estimated fair values of oil and natural gas properties and the asset retirement obligation incurred in the drilling of oil and natural gas wells or assumed in the acquisitions of additional oil and natural gas working interests are based on an estimated discounted cash flow model and market assumptions. The assumptions used in the calculation of estimated discounted cash flows were primarily Level 3 assumptions; assumptions included future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development, operating and asset retirement costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates.

Barnwell estimates the fair value of asset retirement obligations based on the projected discounted future cash outflows required to settle abandonment and restoration liabilities. Such an estimate requires

assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, what constitutes adequate restoration, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental and political environments. Abandonment and restoration cost estimates are determined in conjunction with Barnwell’s reserve engineers based on historical information regarding costs incurred to abandon and restore similar well sites, information regarding current market conditions and costs, and knowledge of subject well sites and properties. Asset retirement obligation fair value measurements in the current period were Level 3 fair value measurements.

14. DEBT

Insurance Premium Financing

In March 2025, the Company entered into a short-term financing agreement with a third-party to finance the Company’s directors and officers insurance premium in the amount of $183,000, with a term of 11 months and an annual interest rate of 9.4%. The Company made a down payment of $15,000 and is required to make monthly principal and interest payments of $16,000 over the term of the agreement, which matures in February 2026. As of March 31, 2025, the insurance premium financing liability was $153,000 and is included in “Other current liabilities” in the accompanying Condensed Consolidated Balance Sheets.

15. STOCKHOLDERS' EQUITY

Restricted Stock Units

On October 24, 2024, the Company’s Board of Directors (the “Board”) granted a total of 105,820 restricted stock units to the independent directors of the Board as partial payment of director fees for their service as members of the Board. The restricted stock units vest ratably over a three-year period, subject to the director’s continued service through the applicable vesting dates.

On January 19, 2025, the Board granted a total of 66,000 restricted stock units to the Company's President and Chief Executive Officer. The restricted stock units vest ratably over a three-year period, subject to the employee’s continued service through the applicable vesting dates.

The following table summarizes Barnwell’s restricted stock unit activity from October 1, 2024 through March 31, 2025:

Restricted Stock Units	Shares	Weighted-Average<br>Grant Date <br>Fair Value
Nonvested at October 1, 2024	110,892	$	2.63
Granted	171,820	1.82
Vested	—	—
Forfeited	(39,178)	2.13
Nonvested at March 31, 2025	243,534	$	2.14

Compensation cost for restricted stock unit awards is measured at fair value and is recognized as an expense over the requisite service period. During the three and six months ended March 31, 2025, the Company recognized share-based compensation expense related to restricted stock units of $60,000 and

$129,000, respectively. During the three and six months ended March 31, 2024, the Company recognized share-based compensation expense related to restricted stock units of $31,000 and $61,000, respectively. As of March 31, 2025, the total remaining unrecognized compensation cost related to nonvested restricted stock units was $301,000, which is expected to be recognized over the weighted-average remaining requisite service period of 1.7 years.

Limited-Duration Shareholder Rights Plan

On January 26, 2025, the Board adopted a shareholder rights plan and declared a dividend of one right (a “Right”) in respect of each of the Company’s issued and outstanding shares of common stock, par value $0.50 per share (“Common Stock”). The dividend was payable to the shareholders of record at the close of business on February 7, 2025. Each Right initially entitled the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one share of Common Stock, at a price equal to $9.00, subject to certain adjustments (as adjusted from time to time, the “Exercise Price”). The terms of the Rights are set forth in the Rights Agreement, dated as of January 26, 2025 (as it may be amended from time to time, the “Rights Agreement”), by and between the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent (or any successor rights agent, the “Rights Agent”).

In general terms, the Rights Agreement imposes significant dilution upon any person or group (other than the Company or certain related persons) that is or becomes the beneficial owner of 20% (the “Triggering Percentage”) or more of the Company’s outstanding Common Stock without the prior approval of the Board. A person or group that becomes the beneficial owner of the Triggering Percentage or more is called an “Acquiring Person.” Any Rights held by an Acquiring Person will be null and void and may not be exercised. Shareholders that beneficially own the Triggering Percentage or more of the Company’s outstanding Common Stock on the date the plan is adopted, are not considered Acquiring Persons; however, such Shareholders generally may not acquire, or obtain the right to acquire, beneficial ownership of 0.25% or more additional shares of the Company’s outstanding Common Stock. The term “beneficial ownership” is defined in the Rights Agreement and includes, among other things, certain securities that may be exercised or converted into shares of Common Stock and certain derivative arrangements.

The Rights will expire prior to the earliest of (i) the close of business on January 26, 2026 (subject to the shareholders of the Company approving an extension of the Rights Agreement through a date on or prior to January 26, 2028); (ii) the time at which the Rights are redeemed pursuant to the Rights Agreement; (iii) the time at which the Rights are exchanged pursuant to the Rights Agreement; and (iv) upon the occurrence of certain transactions.

This description of the Rights Agreement herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 27, 2025.

16. CONTINGENCIES

Legal and Regulatory Matters

Barnwell is routinely involved in disputes with third parties that occasionally require litigation. In addition, Barnwell is required to maintain compliance with all current governmental controls and regulations in the ordinary course of business. Barnwell’s management is not aware of any claims or litigation involving Barnwell that are likely to have a material adverse effect on its results of operations, financial position or liquidity.

17. INFORMATION RELATING TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended<br>March 31,
	2025		2024
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes	$	168,000	$	71,000
Supplemental disclosure of non-cash financing activities:
Prepaid insurance funded directly by short-term premium financing borrowing	$	168,000	$	—

Capital expenditure accruals related to oil and natural gas exploration and development decreased $2,259,000 and $569,000 during the six months ended March 31, 2025 and 2024, respectively. Additionally, capital expenditure accruals related to oil and natural gas asset retirement obligations increased $149,000 and $179,000 during the six months ended March 31, 2025 and 2024, respectively.

18. RELATED PARTY TRANSACTIONS

Kaupulehu Developments is entitled to receive payments from the sales of lots and/or residential units by KD I and KD II. KD I and KD II are part of the Kukio Resort Land Development Partnerships in which Barnwell holds indirect 19.6% and 10.8% non-controlling ownership interests, respectively, accounted for under the equity method of investment. The percentage of sales payments are part of transactions which took place in 2004 and 2006 where Kaupulehu Developments sold its leasehold interests in Increment I and Increment II to KD I's and KD II's predecessors in interest, respectively, which was prior to Barnwell’s affiliation with KD I and KD II which commenced on November 27, 2013, the acquisition date of our ownership interest in the Kukio Resort Land Development Partnerships. Changes to the arrangement above, effective March 7, 2019, are discussed in Note 6.

No lots were sold during the six months ended March 31, 2025. During the six months ended March 31, 2024, Barnwell received $500,000 in percentage of sales payments from KD I from the sale of the last two single-family lots within Increment I.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Relevant to Forward-Looking Information

For the Purpose Of “Safe Harbor” Provisions Of The

Private Securities Litigation Reform Act of 1995

This Form 10-Q, and the documents incorporated herein by reference, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). A forward-looking statement is one which is based on current expectations of future events or conditions and does not relate to historical or current facts. These statements include various estimates, forecasts, projections of Barnwell’s future performance, statements of Barnwell’s plans and objectives, and other similar statements. All such statements we make are forward-looking statements made under the safe harbor of the PSLRA, except to the extent such statements relate to the operations of a partnership or limited liability company. Forward-looking statements include phrases such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “predicts,” “estimates,” “assumes,” “projects,” “may,” “will,” “will be,” “should,” or similar expressions. Although Barnwell believes that its current expectations are based on reasonable assumptions, it cannot assure that the expectations contained in such forward-looking statements will be achieved. Forward-looking statements involve risks, uncertainties and assumptions which could cause actual results to differ materially from those contained in such statements. The risks, uncertainties and other factors that might cause actual results to differ materially from Barnwell’s expectations are set forth in the “Forward-Looking Statements” and “Risk Factors” sections of Barnwell’s 2024 Annual Report. Investors should not place undue reliance on these forward-looking statements, as they speak only as of the date of filing of this Form 10-Q, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein.

Critical Accounting Policies and Estimates

Management has determined that our most critical accounting policies and estimates are those related to the full-cost ceiling calculation and depletion of our oil and natural gas properties and the calculation of our income taxes, all of which are discussed in our 2024 Annual Report. There have been no significant changes to these critical accounting policies and estimates during the three and six months ended March 31, 2025. We continue to monitor our accounting policies to ensure proper application of current rules and regulations.

Current Outlook

Going Concern

sufficient level of such cash inflows are necessary to fund discretionary oil and natural gas capital expenditures, which must be economically successful to provide sufficient returns to grow reserves and production or at a minimum replace declining production from aging wells. Such a level of oil and natural gas capital expenditures may require funding from external debt or equity sources that are not currently in place, but those sources may not be feasible or sufficient. In addition, we will need sufficient cash flows to fund our non-discretionary outflows such as oil and natural gas asset retirement obligations and ongoing operating and general and administrative expenses.

Impact of Recently Issued Accounting Standards on Future Filings

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands reportable segment disclosure requirements on an annual and interim basis, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for annual reporting periods beginning after December 15, 2023 (our fiscal 2025) and interim periods within fiscal years beginning after December 15, 2024 (our fiscal 2026), with early adoption permitted. The Company is currently evaluating the impact of this standard on Barnwell’s consolidated financial statements but does not expect that the adoption of this update will have a material impact on Barnwell's consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure of incremental income tax information within the tax rate reconciliation and expanded disclosures of income taxes paid both in the U.S. and foreign jurisdiction, among other disclosure requirements. This ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this standard on Barnwell’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires public companies to disclose specified information about

certain costs and expenses in the notes to the financial statements at interim and annual reporting periods. This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on Barnwell’s consolidated financial statements.

Overview

As disclosed in Note 3 “Discontinued Operations,” on March 14, 2025, the Company entered into and completed the sale of its wholly-owned subsidiary, Water Resources. Water Resources drilled water wells and installed and repaired water pumping systems in Hawaii and represented our contract drilling segment. As a result of the sale, the Company has classified the related assets and liabilities and the results of its contract drilling business as discontinued operations in the condensed consolidated financial statements for all periods presented.

Accordingly, Barnwell’s continuing operations is engaged in the following lines of business: 1) acquiring, developing, producing and selling oil and natural gas in Canada and the U.S. (oil and natural gas segment) and 2) leasehold land interests in Hawaii (land investment segment).

Oil and Natural Gas Segment

Barnwell is involved in the acquisition and development of oil and natural gas properties in Canada where we initiate and participate in acquisition and developmental operations for oil and natural gas on properties in which we have an interest, and evaluate proposals by third parties with regard to participation in exploratory and developmental operations elsewhere. Additionally, through its wholly-owned subsidiaries, Barnwell is involved in several non-operated oil and natural gas investments in Oklahoma and Texas.

Land Investment Segment

Through Barnwell’s 77.6% interest in Kaupulehu Developments, 75% interest in KD Kona, and 34.45% non-controlling interest in KKM Makai, the Company’s land investment interests include the following:

•The right to receive percentage of sales payments from KD I resulting from the sale of single-family residential lots by KD I, within Increment I of the Kaupulehu Lot 4A area located in the North Kona District of the island of Hawaii. However, in the quarter ended March 31, 2024, the last two remaining single-family lots of the 80 lots developed within Increment I were sold and there are no more lots available for sale in Increment I. Kaupulehu Developments was entitled to receive payments from KD I based on 10% of the gross receipts from KD I’s sales at Increment I.

•The right to receive 15% of the distributions of KD II, the cost of which is to be solely borne by KDK out of its 55% ownership interest in KD II, plus a priority payout of 10% of KDK's cumulative net profits derived from Increment II sales subsequent to Phase 2A, up to a maximum of $3,000,000. Such interests are limited to distributions or net profits interests and Barnwell does not have any partnership interest in KD II or KDK through its interest in Kaupulehu Developments. Barnwell also has rights to three single-family residential lots in Phase 2A of Increment II, and four single-family residential lots in phases subsequent to Phase 2A when such lots are developed by KD II, all at no cost to Barnwell. Barnwell is committed to commence

construction of improvements within 90 days of the transfer of the four lots in the phases subsequent to Phase 2A as a condition of the transfer of such lots. Also, in addition to Barnwell's existing obligations to pay professional fees to certain parties based on percentages of its gross receipts, Kaupulehu Developments is also obligated to pay an amount equal to 0.72% and 0.20% of the cumulative net profits of KD II to KD Development, LLC and a pool of various individuals, respectively, all of whom are partners of KKM and are unrelated to Barnwell. The remaining acreage within Increment II is not yet under development, and there is no assurance that development of such acreage will in fact occur. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.

•An indirect 19.6% non-controlling ownership interest in KD Kukio Resorts, LLLP, KD Maniniowali, LLLP and KD I and an indirect 10.8% non-controlling ownership interest in KD II through KDK. These entities, collectively referred to hereinafter as the “Kukio Resort Land Development Partnerships,” own certain real estate and development rights interests in the Kukio, Maniniowali and Kaupulehu portions of Kukio Resort, a private residential community on the Kona coast of the island of Hawaii, as well as Kukio Resort’s real estate sales office operations. KDK was the developer of Kaupulehu Lot 4A Increments I and II. The partnerships derive income from the sale of residential parcels in Increment I, which is now completely sold, as well as from commissions on real estate resales by the real estate sales office and revenues resulting from the sale of private club memberships, a few of which remain available for sale.

The Kukio Resort Land Development Partnerships have remaining Increment I obligations to complete project amenities, infrastructure, beautification, and restoration of certain areas and therefore has yet to fully recognize its deferred profit on the Increment I project as a whole. The Increment I deferred profit at March 31, 2025 for the Kukio Resort Land Development Partnerships as a whole was approximately $4,100,000; the recognition of which is dependent upon the completion of the Increment I obligations. The Kukio Resort Land Development Partnerships have accrued estimated costs of these obligations of approximately $2,700,000. The Kukio Resort Land Development Partnerships currently appears to have the ability to fund those obligations but there are no assurances that it can ultimately do so in the future if unforeseen events occur. The Kukio Resort Land Development Partnerships will recognize the Increment I deferred revenue and costs of sales on a percentage completion basis as the cash outlays to complete the remaining project obligations are made. The Kukio Resort Land Development Partnerships’ deferred profit and accrued costs to complete are not reflected in Barnwell’s Condensed Consolidated Balance Sheets as we account for our investment in the Kukio Resort Land Development Partnerships under the equity method of accounting. No percentage of sales payments will be earned by Barnwell on any future recognition of Increment I deferred profit as such payments were already fully earned and received based on cash received by the Kukio Resort Land Development Partnerships as the Increment I lots were sold.

•Approximately 1,000 acres of vacant leasehold land zoned conservation in the Kaupulehu Lot 4C area, which currently has no development potential without both a development agreement with the lessor and zoning reclassification. The lease terminates in December 2025.

Results of Operations

Summary of Results From Continuing Operations

The net loss from continuing operations attributable to Barnwell for the three months ended March 31, 2025 totaled $1,538,000, a $232,000 increase from a net loss from continuing operations attributable to Barnwell of $1,306,000 for the three months ended March 31, 2024. The following factors affected the results of operations for the three months ended March 31, 2025 as compared to the prior year period:

•General and administrative expenses increased $906,000 due to $978,000 in new fees related to a shareholder consent solicitation and proxy contest in the current year period as compared to the same period in the prior year;

•Equity in income from affiliates decreased $1,071,000 and land investment segment operating results, before non-controlling interests’ share of such profits, decreased $500,000 due to the Kukio Resort Land Development Partnerships' sale of two lots in the prior year period, whereas there were no lots sold in the current year period; and

•A $1,625,000 decrease in the ceiling test impairment which was $1,677,000 in the prior year period compared to a ceiling test impairment of $52,000 in the current year period, and a $589,000 decrease in oil and natural gas depletion in the current year period as compared to the same period in the prior year, partially offset by a decrease in operating results primarily from decreased production.

The net loss from continuing operations attributable to Barnwell for the six months ended March 31, 2025 totaled $3,136,000, a $1,480,000 increase from a net loss from continuing operations attributable to Barnwell of $1,656,000 for the six months ended March 31, 2024. The following factors affected the results of operations for the six months ended March 31, 2025 as compared to the prior year period:

•General and administrative expenses increased $749,000 due to $941,000 in new fees related to a shareholder consent solicitation and proxy contest, partially offset by a reduction in compensation costs in the current year period as compared to the same period in the prior year;

•A $1,012,000 decrease in the ceiling test impairment which was $1,677,000 in the prior year period compared to a ceiling test impairment of $665,000 in the current year period, and a $1,143,000 decrease in oil and natural gas depletion in the current year period as compared to the same period in the prior year, partially offset by a decrease in operating results primarily from decreased production.

General

Barnwell conducts operations in the U.S. and Canada. Consequently, Barnwell is subject to foreign currency translation and transaction gains and losses due to fluctuations of the exchange rates between the Canadian dollar and the U.S. dollar. Barnwell cannot accurately predict future fluctuations of the exchange rates and the impact of such fluctuations may be material from period to period. To date, we have not entered into foreign currency hedging transactions. Foreign currency gains or losses on intercompany loans and advances that are not considered long-term investments in nature because management intends to settle these intercompany balances in the future are included in our statements of operations.

The average exchange rate of the Canadian dollar to the U.S. dollar decreased 6% and 4% in the three and six months ended March 31, 2025, respectively, as compared to the same periods in the prior year. The exchange rate of the Canadian dollar to the U.S. dollar decreased 6% at March 31, 2025, as compared to September 30, 2024. Accordingly, the assets, liabilities, stockholders’ equity and revenues and expenses of Barnwell’s subsidiaries operating in Canada have been adjusted to reflect the change in the exchange rates. Other comprehensive income and losses are not included in net earnings and net loss. Other comprehensive loss due to foreign currency translation adjustments, net of taxes, for the three months ended March 31, 2025 was $3,000, a $19,000 change from other comprehensive loss due to foreign currency translation adjustments, net of taxes, of $22,000 for the same period in the prior year. Other comprehensive income due to foreign currency translation adjustments, net of taxes, for the six months ended March 31, 2025 was $90,000, a $82,000 change from other comprehensive income due to foreign currency translation adjustments, net of taxes, of $8,000 for the same period in the prior year. There were no taxes on other comprehensive income (loss) due to foreign currency translation adjustments in the three and six months ended March 31, 2025 and 2024 due to a full valuation allowance on the related deferred tax asset.

Oil and Natural Gas

The following tables set forth Barnwell’s average prices per unit of production and net production volumes. Production amounts reported are net of royalties.

	Average Price Per Unit
	Three months ended				Increase
	March 31,				(Decrease)
	2025		2024			%
Natural Gas (Mcf)*	$	1.84	$	1.91		(4	%)
Oil (Bbls)**	$	61.02	$	60.62		1	%
Natural gas liquids (Bbls)**	$	32.43	$	30.06		8	%

All values are in US Dollars.

	Average Price Per Unit
	Six months ended				Increase
	March 31,				(Decrease)
	2025		2024			%
Natural Gas (Mcf)*	$	1.43	$	1.87		(24	%)
Oil (Bbls)**	$	63.39	$	64.09		(1	%)
Natural gas liquids (Bbls)**	$	29.61	$	29.60		—	%

All values are in US Dollars.

	Net Production
	Three months ended		Increase
	March 31,		(Decrease)
	2025	2024	Units	%
Natural Gas (Mcf)*	253,000	334,000	(81,000)	(24	%)
Oil (Bbls)**	43,000	50,000	(7,000)	(14	%)
Natural gas liquids (Bbls)**	14,000	16,000	(2,000)	(13	%)	Net Production
---	---	---	---	---	---
	Six months ended		Increase
	March 31,		(Decrease)
	2025	2024	Units	%
Natural Gas (Mcf)*	551,000	713,000	(162,000)	(23	%)
Oil (Bbls)**	91,000	108,000	(17,000)	(16	%)
Natural gas liquids (Bbls)**	29,000	34,000	(5,000)	(15	%)

_______________________________________

* Mcf = 1,000 cubic feet. Natural gas price per unit is net of pipeline charges.

** Bbl = stock tank barrel equivalent to 42 U.S. gallons

The oil and natural gas segment generated a $752,000 operating profit before general and administrative expenses in the three months ended March 31, 2025, an increase in operating results of $1,957,000 as compared to the $1,205,000 operating loss before general and administrative expenses generated during the same period of the prior year primarily due to a decrease of $1,625,000 in the ceiling test impairment and a $589,000 decrease in oil and natural gas depletion in the current year period, partially offset by a decrease in operating results primarily from decreased production.

The oil and natural gas segment generated a $636,000 operating profit before general and administrative expenses in the six months ended March 31, 2025, an increase in operating results of $960,000 as compared to the $324,000 operating loss before general and administrative expenses generated during the same period of the prior year primarily due to a decrease of $1,012,000 in the ceiling test impairment and a $1,143,000 decrease in oil and natural gas depletion in the current year period, partially offset by a decrease in operating results primarily from decreased production.

The following table sets forth Barnwell’s oil and natural gas segment operating (loss) profit before general and administrative expenses by geographic location:

	Three months ended<br>March 31,				Six months ended<br>March 31,
	2025		2024		2025		2024
Operating profit (loss)<br>(before general and administrative expenses)
Canada (1)	$	653,000	$	(1,511,000)	$	1,055,000	$	(975,000)
United States (2)	99,000		306,000		(419,000)		651,000
Total operating profit (loss)	$	752,000	$	(1,205,000)	$	636,000	$	(324,000)

________________________

(1) The operating loss for Canada for the three and six months ended March 31, 2024 includes a non-cash ceiling test impairment of $1,677,000.

(2) The operating profit (loss) for the United States for the three and six months ended March 31, 2025 includes a non-cash ceiling test impairment of $52,000 and $665,000, respectively.

Oil and natural gas revenues decreased $601,000 (15%) and $1,834,000 (20%) for the three and six months ended March 31, 2025, respectively, as compared to the same periods in the prior year, primarily due to decreases in natural gas, oil, and natural gas liquids production in the current year periods as compared to the same periods in the prior year. The decreases in production are primarily the result of natural declines as the wells age.

In July 2024, the Company amended the sales price on 1,055 gross Mcf per day of the Canadian natural gas it will sell during the period from November 1, 2024 to March 31, 2025 to a fixed index price before differentials of $2.64 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices. This per day volume of natural gas under this fixed index price contract was equivalent to approximately 39% of Canadian natural gas gross production per day for the six months ended March 31, 2025.

In February 2025, the Company amended the sales price on 1,055 gross Mcf per day of the Canadian natural gas it will sell during the period from April 1, 2025 to October 31, 2025 to a fixed index price before differentials of $1.95 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices. This per day volume of natural gas under this fixed index price contract that will affect the period from April 1, 2025 to June 30, 2025, is equivalent to approximately 39% of Canadian natural gas gross production per day for the six months ended March 31, 2025. These natural gas contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.

Oil and natural gas operating expenses decreased $344,000 (15%) and $639,000 (12%) for the three and six months ended March 31, 2025, respectively, as compared to the same periods in the prior year, primarily due decreases in production in the current year periods as compared to the same periods in the prior year. Additionally, the decrease in oil and natural gas operating expenses for the six months ended March 31, 2025, was partially offset by an increase in workovers in the current year period, as compared to the same period in the prior year.

Oil and natural gas segment depletion decreased $589,000 (44%) and $1,143,000 (41%) for the three and six months ended March 31, 2025, respectively, as compared to the same periods in the prior year. The decreases were due to decreases in the depletion rate and due to decreases in production in the current year periods as compared to the same periods in the prior year. The depletion rate decreased as a result of a decrease in the depletable base from significant ceiling test impairments between the prior year periods and the current year periods.

Sale of Interest in Leasehold Land

Kaupulehu Developments was entitled to receive a percentage of the gross receipts from the sales of lots and/or residential units in Increment I by KD I.

The following table summarizes the revenues received from KD I and the amount of fees directly related to such revenues:

	Three months ended<br>March 31,				Six months ended<br>March 31,
	2025		2024		2025		2024
Sale of interest in leasehold land:
Revenues - sale of interest in leasehold land	$	—	$	500,000	$	—	$	500,000
Fees - included in general and administrative expenses	—		(61,000)		—		(61,000)
Sale of interest in leasehold land, net of fees paid	$	—	$	439,000	$	—	$	439,000

No lots were sold during the three and six months ended March 31, 2025. During the three and six months ended March 31, 2024, Barnwell received $500,000 in percentage of sales payments from KD I from the sale of the last two single-family lots within Increment I.

There is an Increment II owned by KD II in which the Company has a 10.8% indirect non-controlling ownership interest. There is no assurance with regards to the amounts of future sales from Increment II or that the remaining acreage within Increment II will be developed. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.

General and Administrative Expenses

General and administrative expenses increased $906,000 (72%) for the three months ended March 31, 2025 as compared to the same period in the prior year. The increase was due to $978,000 in new fees for legal services, proxy solicitation, proxy advisory, and public relations costs related to a shareholder consent solicitation and proxy contest in the current year period as compared to the same period in the prior year. The increase was partially offset by decreases in compensation and other costs in the current year period as compared to the same period in the prior year.

General and administrative expenses increased $749,000 (29%) for the six months ended March 31, 2025 as compared to the same period in the prior year. The increase was due to $941,000 in new fees for legal services, proxy solicitation, proxy advisory, and public relations costs related to a shareholder consent solicitation and proxy contest in the current year period as compared to the same period in the prior year. The increase was partially offset by decreases in compensation and other costs in the current year period as compared to the same period in the prior year.

The aforementioned shareholder proxy contest is continuing as of the date of this report and thus related costs will continue to be incurred until the matter is resolved. Accordingly, general and administrative expenses will continue to be affected by this matter beyond March 31, 2025. The Company is unable to estimate the amount of such future costs as the matter is ongoing and such costs will depend upon the future actions to be taken, which are yet to be determined.

Depletion, Depreciation, and Amortization

Depletion, depreciation, and amortization decreased $588,000 (44%) and $1,143,000 (41%) for the three and six months ended March 31, 2025, respectively, as compared to the same periods in the prior year, primarily due to decreases in the depletion rate and decreases in production, as discussed in the “Oil and natural gas” section above.

Impairment of Assets

Foreign Currency (Gain) Loss

During the three and six months ended March 31, 2025, there was a $10,000 foreign currency gain and a $341,000 foreign currency loss, respectively, as compared to foreign currency losses of $128,000 and $2,000 during the three and six months ended March 31, 2024, respectively, due to the effects of foreign exchange rate changes on intercompany loans and advances as a result of changes in the exchange rate between the U.S. dollar against the Canadian dollar. The foreign currency losses or gains from intercompany balances are included in our condensed consolidated statement of operations as the intercompany balances were not considered long-term in nature because management estimates that these intercompany balances will be settled in the future.

Equity in Income of Affiliates

Equity in income of affiliates was nil for the three and six months ended March 31, 2025, as compared to equity in income of affiliates of $1,071,000 for the three and six months ended March 31, 2024. The decrease in partnership income is primarily due to the Kukio Resort Land Development Partnerships' sale of the last two lots in Increment I in the prior year period, whereas there were no lots sold in the current year period.

No cash distributions were received during the three and six months ended March 31, 2025. During the three and six months ended March 31, 2024, Barnwell received cash distributions of $1,071,000 (resulting in a net amount of $953,000, after distributing $118,000 to non-controlling interests) from the Kukio Resort Land Development Partnerships.

Cumulative distributions received from the Kukio Resort Land Development Partnerships in excess of our investment balance was $31,000 at March 31, 2025 and $373,000 at September 30, 2024.

Income Taxes

Barnwell’s effective consolidated income tax rate from continuing operations, after adjusting loss from continuing operations before income taxes for non-controlling interests, was (12)% and (6)% for the three and six months ended March 31, 2025, respectively, as compared to (8)% and (11)% for the three and six months ended March 31, 2024, respectively.

and, therefore, is subject to Oklahoma state taxes. Our operations in Texas are subject to a franchise tax assessed by the state of Texas, however no significant amounts have been incurred to date.

Net Earnings Attributable to Non-controlling Interests

Earnings and losses attributable to non-controlling interests represent the non-controlling interests’ share of revenues and expenses related to the various partnerships and joint ventures in which Barnwell has controlling interests and consolidates.

Net loss attributable to non-controlling interests totaled nil and $2,000 for the three and six months ended March 31, 2025, respectively, as compared to net earnings attributable to non-controlling interests of $222,000 and $224,000 for the same periods in the prior year. The changes of $222,000 (100%) and $226,000 (101%) for the three and six months, respectively, are primarily due to decreases in the amount of equity in income of affiliates and percentage of sales revenues received in the current year periods as compared to the same periods in the prior year.

Net Earnings (Loss) From Discontinued Operations

Net earnings from discontinued operations was $331,000 and $12,000 during the three and six months ended March 31, 2025, respectively, as compared to net loss from discontinued operations of $466,000 and $780,000 during the three and six months ended March 31, 2024, respectively.

On March 14, 2025, the Company completed the sale of Water Resources, which represented the Company’s contract drilling segment. The financial results of the Company’s contract drilling business has been presented as discontinued operations in the condensed consolidated financial statements for all periods presented. See Note 3 “Discontinued Operations” for further discussion and additional disclosures related to discontinued operations.

Liquidity and Capital Resources

The Company has presented cash flows from discontinued operations in the accompanying Condensed Consolidated Statement of Cash Flows separately after the presentation of cash flows from operating, investing, and financing activities of continuing operations. See Note 3 “Discontinued Operations” for further discussion and additional disclosures related to discontinued operations. The focus of this section, “Liquidity and Capital Resources,” is on the cash flows from continuing operations, which affects future liquidity and capital resources as the Company no longer has any significant continuing involvement with the discontinued operations after the sale.

At March 31, 2025, Barnwell had a working capital deficit of $57,000. Barnwell’s primary sources of liquidity are cash on hand and cash flow generated by our oil and natural gas operations, as cash flow from our land investment segment, if any, are expected to be intermittent and not significant to our liquidity.

Cash Flows From Continuing Operations

Cash flows used in continuing operations totaled $854,000 for the six months ended March 31, 2025, as compared to cash flows provided by continuing operations of $3,000,000 for the same period in the prior year. This $3,854,000 decrease in operating cash flows was primarily due to lower operating results for the oil and natural gas segment in the current year period as compared to the same period in the

prior year, and a distribution of income from the Kukio Resort Land Development Partnerships in the prior year period as compared to none in the current year period. The change was also due to the effect of changes in current assets and liabilities, which was a decrease in operating cash flows of $423,000 in the current year period as compared to an increase of $333,000 in the prior year period.

Cash flows used in investing activities from continuing operations totaled $2,272,000 during the six months ended March 31, 2025, as compared to cash flows used in investing activities from continuing operations of $1,185,000 during the same period of the prior year. This $1,087,000 change in investing cash flows was due to $1,017,000 more in cash paid for investments in oil and natural gas properties and $163,000 in cash divested from the sale of discontinued operations, net of proceeds, in the current year as compared to the same period in the prior year, partially offset by a $250,000 dividend received from discontinued operations and $282,000 of proceeds from the sale of oil and natural gas properties in Canada in the current year period; there were no such amounts in the same period of the prior year. In addition, there was $439,000 of proceeds received by the land investment segment in the prior year period, as compared to none in the current year period.

Cash flows used in financing activities from continuing operations totaled $15,000 for the six months ended March 31, 2025, as compared to cash flows used in financing activities from continuing operations of $223,000 for the six months ended March 31, 2024. The $208,000 change in financing cash flows was due to a decrease of $223,000 in distributions to non-controlling interests, partially offset by $15,000 in repayments for insurance premium financing in the current year period as compared to none the same period in the prior year.

Going Concern

cash outflows and thus substantial doubt about our ability to continue as a going concern for one year from the date of the filing of this report.

Oil and Natural Gas Capital Expenditures

Barnwell’s oil and natural gas capital expenditures, including accrued capital expenditures and excluding acquisitions and additions and revisions to estimated asset retirement obligations, totaled $68,000 and $382,000 for the three and six months ended March 31, 2025, respectively, as compared to $560,000 and $1,055,000 for the same periods in the prior year.

Barnwell estimates that investments in oil and natural gas properties for fiscal 2025 will range from $500,000 to $1,000,000. This estimated amount may increase or decrease as dictated by cash flows and management's assessment of the oil and natural gas environment and prospects.

Oil and Natural Gas Property Dispositions

There were no significant oil and natural gas property dispositions during the six months ended March 31, 2025. The $282,000 of proceeds from sale of oil and natural gas properties included in the Condensed Consolidated Statement of Cash Flows for the six months ended March 31, 2025 represents proceeds that were credited to our cash in October 2024 from a sale of properties that closed in late September 2024.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to Barnwell, including its consolidated subsidiaries, is made known to the officers who certify Barnwell’s financial reports and to other members of executive management and the Board of Directors.

As of March 31, 2025, an evaluation was carried out by Barnwell’s Chief Executive Officer and Chief Financial Officer of the effectiveness of Barnwell’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that Barnwell’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of March 31, 2025 to ensure that information required to be disclosed by Barnwell in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Act of 1934 and the rules thereunder.

Changes in Internal Control Over Financial Reporting

There was no change in Barnwell’s internal control over financial reporting during the quarter ended March 31, 2025 that materially affected, or is reasonably likely to materially affect, Barnwell’s internal control over financial reporting.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024. There have been no material changes in the Company's risk factors from those disclosed in Part I, Item 1A, of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, except for the items listed below.

Entity-Wide Risks

Continued actions by an activist shareholder have had, and are expected to continue to have, a significant negative impact on our ability to execute our business strategies and have had, and are expected to continue to have, an adverse affect on our results of operations and financial condition.

In March 2025, Ned L. Sherwood (“Sherwood”) and certain of his affiliates (collectively, the “Sherwood Group”) commenced a consent solicitation of Barnwell’s shareholders for the primary purpose of removing all of the current directors on Barnwell’s Board of Directors and replacing them with individuals proposed by the Sherwood Group. In addition, the Sherwood Group has filed a proxy statement with the Securities and Exchange Commission for the purpose of soliciting proxies from the Company’s shareholders to vote their shares of Barnwell’s common stock at the Company’s 2025 annual meeting of shareholders in favor of a slate of directors proposed by the Sherwood Group.

The Company recommended that shareholders not provide their consent to remove the current Barnwell directors, and, with respect the proxy consent, in March 2025, the Company commenced a lawsuit against the Sherwood Group in the Delaware Chancery Court, seeking, among other remedies, declaratory judgment that the Sherwood Group’s purported advance notice with respect to the nomination of directors at the 2025 annual meeting of shareholders was invalid and injunctive relief to enjoin the Sherwood Group from presenting its slate of nominees at the 2025 annual meeting due to the failure of the Sherwood Group to comply with the advance notice provisions of the Company’s bylaws.

In response to the actions of the Sherwood Group, the Board of Directors appointed an Executive Committee comprised of Messrs. Kinzler, Grossman and Horowitz and this Executive Committee retained the services of various professionals, including attorneys, proxy solicitors, proxy advisors, and public relations and financial advisors. We have incurred substantial legal, public relations and other advisory fees and proxy solicitation expenses, both pre and post our most recent balance sheet date, March 31, 2025, and we currently expect those costs and expenses to continue. In addition, continuing perceived uncertainties as to our future direction, strategy or leadership created as a consequence may result in the loss of potential business opportunities, harm our ability to attract new or retain existing directors and employees, disrupt relationships with the Company, and the market price of our common stock could also experience periods of increased volatility as a result.

The Company faces issues that could impair our ability to continue as a going concern in the future.

Due to the recent shareholder consent solicitation and the ongoing proxy contest costs incurred and anticipated to be incurred and the impacts of recently imposed tariffs which have caused a reduction in oil prices and have had an impact on the U.S. economy as a whole, we now face a greater uncertainty about our future operating cash inflows, which in turn limits our ability to make the required discretionary cash outflows for the capital expenditures necessary to convert our proved undeveloped reserves to proved developed reserves. Furthermore, because of the greater uncertainty about our cash inflows, there is substantial doubt about our ability to fund our non-discretionary cash outflows and thus substantial doubt about our ability to continue as a going concern for one year from the date of the filing of this report.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

ITEM 6. EXHIBITS

Exhibit<br>Number	Description
10.1*	Stock Purchase Agreement, dated March 14, 2025
31.1*	Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
32**	Certification Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

__________________________________________________

* Filed herewith.

** Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		BARNWELL INDUSTRIES, INC.
		(Registrant)
Date:	May 15, 2025	/s/ Russell M. Gifford
		Russell M. Gifford
		Executive Vice President,
		Chief Financial Officer, and Treasurer

INDEX TO EXHIBITS

Exhibit<br>Number	Description
10.1*	Stock Purchase Agreement, dated March 14, 2025
31.1*	Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
32**	Certification Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

__________________________________________

* Filed herewith.

** Furnished herewith.

Document

Exhibit No. 10.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (“Agreement”) is by and between Denise Miyasato, Chad Arima and Eric Eldred (jointly and severally referred to below as “Buyer”), and Barnwell of Canada, Limited, a Delaware corporation (“Barnwell Canada”), and Barnwell Industries, Inc., a Delaware corporation (“Barnwell Industries”), and is entered into effective as of March 14, 2025 (the “Closing Date”).

R E C I T A L S

A. Barnwell Canada and Barnwell Industries (sometimes individually referred to herein as “Seller” and collectively as “Sellers”) own all of the issued and outstanding shares of capital stock (the “Shares”) of Water Resources International, Inc., a Delaware corporation (the “Company”).

B. The Company specializes in the exploration and development of groundwater resources for government, commercial and private clients in Hawaii and is an industry leader in the state in deep drilling and deep well pumping (the “Business”).

C. Buyer desires to purchase the Shares from Sellers upon the terms and subject to the conditions contained in this Agreement; and Sellers desire to sell the Shares to Buyer, upon such terms and subject to such conditions.

A G R E E M E N T

Section 1DEFINITIONS

Unless defined elsewhere in this Agreement, capitalized terms used in this Agreement will have the meanings ascribed to them in the attached Appendix A.

Section 2ASSETS AND LIABILITIES

2.1Agreement of Sale and Purchase. Upon the terms and subject to the conditions contained in this Agreement, and in consideration of the obligations of Buyer provided in this Agreement, at the Closing Sellers will sell, assign, transfer, grant, bargain, deliver, and convey the Shares to Buyer free and clear of all Liens; and Buyer will purchase the Shares from Seller, upon the terms and conditions hereinbelow set forth.

2.2The Assets. By virtue of Buyer's purchase of the Shares from Seller, Buyer will indirectly acquire the Company’s entire right, title, and interest in, to, and under the Business as a going concern as well as all assets, or rights in assets, owned by the Company at the Closing Date in connection with or arising out of the Business of every type and description, tangible and intangible, wherever located and whether or not reflected in the Current Financials or otherwise reflected on the books and records of the Company (all of such assets, properties, rights, and Business are collectively referred to in this Agreement as the "Assets"), including, but not limited to, the following, in each case as of the Closing Date:

(a)all of the Company’s rights under the contracts and leases listed on Schedule 2.2(a) as “assumed contracts” (the “Assumed Contracts”);

(b)all of the Company’s Tangible Personal Property listed on Schedule 2.2(b);

(c)all of the Company’s inventories, finished goods, and materials;

(d)the Company’s intellectual property assets used or held for use in the Company’s operations, including, but not limited to, all books of account and records pertaining to the Business, business models, customer and supplier lists, non-compete agreements, marketing plans, financial and technical information, trade secrets, know-how, ideas, designs, drawings, specifications, techniques, programs, including the intellectual property assets;

(e)all of the Company’s licenses, permits, registrations, and other governmental authorizations necessary to start and complete work under the Assumed Contracts;

(f)all books, data, records, ledgers, files, documents, correspondence, lists, drawings, specifications, advertising and promotional materials, studies, reports, and other printed or written materials of the Company (other than attorney-client privileged communications and records);

(g)the Company’s goodwill, tradenames, internet domain names, web pages, telephone numbers, fax numbers, e-mail addresses, social media accounts (including all “handles”), and other similar items, together with associated listings and registrations, in each such case used or held for use in the Company’s operations;

(h)all cash, deposits, bank accounts, and certificates of deposit of the Company;

(i)all accounts receivable, notes receivable and other receivables of the Company;

(j)the Company's charter, qualifications to conduct business as a foreign business entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, company seals, minute books, stock or equity transfer books and records, and other documents relating to the organization, maintenance, and existence as a business entity of the Company;

(k)all of the Company’s performance, surety, and warranty bonds entered into in the Ordinary Course of Business by the Company;

(l)all security and utility deposits made by the Company;

(m)all claims, rights of recovery, rights of set-off, rights of recoupment, and causes of action related to the Business, and all rights of indemnity, warranty rights, rights of contribution, rights of reimbursement, and other rights of recovery related in any way to the Business or the Assets (regardless of whether such rights are currently exercisable);

(n)the right to receive mail and other communications addressed to the Company, including mail and communications from customers, suppliers, distributors, agents, and others and payments in respect of the Business;

(o)all books, records, ledgers, files, documents, correspondence, lists, drawings, specifications, advertising and promotional materials, studies, reports, and other printed or written materials of the Company;

(p)all customer lists, customer identification data, other customer records and information, lists of suppliers (including pricing and terms), and other supplier records and information of the Company;

(q)all rights under any bid proposal that has been submitted by the Company to a prospective customer and all lists, identification data, records, and information related to prospective customers;

(r)all insurance benefits, including rights and proceeds, arising from or relating to the Assets;

(s)all rights of the Company under any non-competition, nondisclosure, invention assignment, or any other restrictive or other covenant made for the benefit of the Company in any Contract with any current or former employees, contractors, or other third parties;

(t)all goodwill associated with the Business;

(u)the Company’s federal net operating loss carryforwards adjusted to reflect the Company’s results through Closing, subject to any limitations on the use of such carryforwards imposed by the Internal Revenue Code; and

(v)all other property and rights that relate to the Business owned by the Company or in which the Company has an interest at the Closing Date.

2.3Excluded Liabilities. Notwithstanding Buyer's desire to acquire, indirectly by virtue of Buyer's purchase of the Shares, the Business, as a going concern, and the Assets, and Sellers’ desire to sell, indirectly by virtue of the sale of the Shares to Buyer, the Business, as a going concern, and there are certain liabilities of the Company that exist on or relate to the period prior to the Closing Date that Buyer does not accept responsibility for, which Buyer shall be indemnified by Sellers from and against subject to the terms of Section 14. Accordingly, in respect of such matters, Sellers agree with Buyer that Buyer will not accept responsibility for, and Sellers will exercise commercially reasonable efforts to cause the Company to pay or otherwise satisfy the following debts and liabilities in existence as of the Closing Date (the "Excluded Liabilities"):

(1)all obligations of any kind owed by the Company arising from, in respect of, or otherwise related to, any Litigation against or affecting the Company, the Business, the Assets, or Sellers that has been commenced prior to the Closing Date or that is commenced after the Closing Date but arises out of actions or events (other than breach of warranty claims arising out of work performed by the Company before Closing);

(2)all breach of warranty claims arising out of work performed by the Company prior to the Closing Date, including, but without limitation, all attorneys' fees and expenses, court costs, other costs and expenses, and all losses, claims, obligations, demands, assessments, penalties, fines, forfeitures, liabilities, costs, and damages arising from, in respect of, or otherwise related to such Litigation, but excluding all breach of warranty or breach of contract claims under the Assumed Contracts.

(3)all liabilities and obligations of the Company to any current or former shareholder, director, or officer of the Company or to any affiliate of the Company (including the Company’s “inter-company payables”);

(4)all attorneys', brokers', consultants' or other advisors' fees and expenses, and other out-of-pocket costs incurred by the Sellers in connection with the Transaction, regardless of when incurred;

(5)liquidated damages imposed on the Company for the Pearl City Wells pump contract that is in excess of the $233,694.83 Accounts Receivable allowance already set up to cover such damages; and

(6)any cost to drill the Makai Monitoring Well (Well No. 12 Settlement) in excess of $200,000.

Section 3PURCHASE PRICE

3.1Purchase Price. In consideration for the sale and transfer of the Shares, Buyer will pay to Sellers a purchase price in the amount of $1,050,000.00 (the “Purchase Price”) payable as follows:

(a)$100,000 by way of earnest-money deposit, the receipt of which is acknowledged by Sellers;

(b)$150,000 by wire transfer at Closing;

(c)the balance, being the sum of $800,000. by delivery of the Company’s promissory note at Closing in the form attached hereto as Exhibit A with the following payment schedules, on or before:

i. May 15, 2025: $200,000;

ii. June 16, 2025: $150,000;

iii. July 15, 2025: $150,000;

iv. August 15, 2025: $150,000; and

v. September 15, 2025: $150,000.

The payments identified above shall be accompanied by the monthly Company banking activity statement for all bank accounts held by the Company.

3.2Allocation of Purchase Price. Reserved

3.3Transfer Taxes. Reserved

Section 4REPRESENTATIONS AND WARRANTIES OF SELLERS

Except for the express representations and warranties in this Agreement, Sellers expressly exclude all warranties with respect to the Transaction, express and implied, including, but not limited to, the warranty of merchantability, the warranty of fitness for a particular purpose of the Assets, any warranties regarding the condition of the Assets , and any warranties that may have arisen from course of dealing or usage of trade. Sellers jointly and severally represent and warrant to Buyer as follows:

4.1Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to transact business in Hawaii and transacts no business in any other jurisdiction where the nature and extent of its business and properties (both owned and leased) requires qualification. The Company possesses all requisite corporate authority and power, and all licenses, including all governmental approvals, to own, lease, or operate its properties and assets and to conduct the Business as it is now being conducted or that are necessary in any material respect for the ownership, maintenance, and operation of the Business and the Assets. Sellers have delivered to Buyer accurate and complete copies of the Organizational Documents of the Company (including any amendments thereto), and all such Organizational Documents are correct and complete in all respects and no amendments thereto are pending.

4.2Authority; Binding Obligations. Sellers have the requisite legal power and capacity to execute and deliver this Agreement and the other Transaction documents executed or to be executed by them, to perform Sellers’ obligations hereunder and thereunder, and to consummate the

Transaction, and for which no consent of any governmental authority is required that has not been obtained, and no filing or other notification to any governmental authority or is required that has not been properly completed. This Agreement and the other Transaction documents executed or to be executed by Sellers have been duly executed and delivered by Sellers, and constitute (or when executed, will constitute) the valid and legally binding obligation of Sellers, and (assuming due execution and delivery by Buyer) enforceable in accordance with their terms, subject only to the application of bankruptcy, insolvency and other similar laws of general application and general principles of equity.

4.3Capitalization.

(a)All of the authorized, issued, and outstanding shares of capital stock of the Company is owned by Sellers (80% by Barnwell Canada and 20% by Barnwell Industries). There are no equity interests in the Company other than the Shares owned by Sellers in the Company. Sellers, and on the Closing Date will be, the record and beneficial owner of the Shares free and clear of all Liens, and as of the Closing Sellers will transfer the Shares to Buyer free and clear of all Liens.

(b)The Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were not issued in violation of any preemptive or other rights. The powers, privileges, and other rights, and the qualifications, limitations, or restrictions thereof in respect of the Shares are as set forth in the Organizational Documents of the Company delivered to Buyer.

(c)At the Closing Date, except for this Agreement, there are no agreements relating to the issuance, sale, or transfer of the Shares, as applicable, or other equity interests in the Company, including, but without limitation, any such agreements that create, grant, establish, or otherwise relate to any options, warrants, conversion rights, preemptive rights, rights of first refusal, or other rights, or agreements, orally or in writing, to purchase or acquire from the Company or Sellers any shares of capital stock, or any securities convertible into or exchangeable for shares of capital stock in the Company.

(d)The Company does not own any capital stock, partnership interests, membership interests, or other Equity Interests in or of any Person and the Company has no obligation, contingent or otherwise, to provide funds to or make any investment in (in the form of a loan, capital contribution, or otherwise) any Person

4.4No Conflicts. The signing and delivery of this Agreement by Sellers and the performance by Sellers of all of their obligations under this Agreement will not: (a) conflict with the Company’s or Sellers’ Organizational Documents; (b) breach any agreement to which the Company or Sellers is a party, or give any Person the right to accelerate any obligation of the Company or Sellers; (c) violate any law, judgment, or order to which the Company or Sellers is subject; or (d) require the consent, authorization, or approval of any Person, including, but not limited to, any governmental body.

4.5Financial Statements. Sellers have delivered to Buyer true, correct and complete copies of the financial statements of the Company as listed on Schedule 4.5 (the “Financial Statements”). The Financial Statements: (a) fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Company as of the dates and as of the periods specified; (b) were prepared in accordance with generally accepted accounting principles (“GAAP”) (Sellers and the Company are part of an a affiliated group of Companies whose results are consolidated and reported on a GAAP basis); (c) reflect the consistent application of such accounting principles throughout the periods involved; and (d) were prepared in accordance with the books of account and records of the Company (which in turn, are accurate and complete in all material respects).

4.6Books and Records. The books of account and records of the Company are complete and accurate in all material respects, represent actual, bona fide transactions, and have been maintained in accordance with GAAP including the maintenance of an adequate system of internal accounting controls.

4.7Tangible Personal Property. The Company’s higher value tangible property assets, equipment, and operating fixed assets are listed on Schedule 2.2(b) (“Tangible Personal Property”). The Company has good and marketable title to Tangible Personal Property or has a valid leasehold interest in and is in possession of such Tangible Personal Property under a valid and subsisting lease contract, free and clear of all Liens. All the Tangible Personal Property is in the Company's possession and control. Each item of Tangible Personal Property is being conveyed to Buyer in strictly “as is” condition with no warranties of any kind whatsoever. Other lower value tangible property assets, equipment, and operating fixed assets not listed on Schedule 2.2(b) will be conveyed to the Buyer in “as is” condition.

4.8Inventories. Except as otherwise provided on Schedule 4.8: The Company’s inventories – other than items that are obsolete or of below-standard quality, all of which have been written off or written down to net realizable value on the Most Recent Balance Sheet – are of a quality usable and, with respect to finished goods, saleable in the Ordinary Course of Business.

4.9Intellectual Property.

(a)Schedule 4.9 contains a complete list of (i) each patent, trademark, and copyright in which the Company has an ownership interest; (ii) each tradename that the Company uses; and (iii) each internet domain name and social media account that the Company uses or has registered. The Company has no intellectual property relevant to or used in its operations other than as listed on Schedule 4.9.

(b)Except as otherwise provided on Schedule 4.9:

(1)the Company has not and to Sellers’ Knowledge no Person has alleged that the Company has infringed on the patent, trademark, copyright, or tradename rights of any Person;

(2)the Company has not, and to Sellers’ Knowledge no Person has alleged that Sellers have, misappropriated, misused, or improperly disclosed the trade secrets or confidential or proprietary information of any Person;

(3)to Sellers’ Knowledge, no patent, trademark, copyright, tradename, or Internet domain name that is owned or used by any Person infringes the patent, trademark, copyright, or tradename rights of the Company;

(4)no trade secret or confidential or proprietary information of the Company has been appropriated, used, or disclosed for the benefit of any other Person or to the detriment of the Company;

(5)no registration of any patent, trademark, copyright, tradename, or Internet domain name that the Company has registered has become invalid or unenforceable, or is subject to any fee, tax, or other charge.

4.10Sufficiency of Assets. To Sellers’ Knowledge and the Assets constitute all of the tangible and intangible assets necessary to conduct Business as it is now being conducted.

4.11Title to Assets. Except as otherwise provided on Schedule 4.11, the Company has good title to the Assets, free from all Liens. Immediately before the Closing, the Company will possess good title to the Assets, free from all Liens.

4.12Taxes. Except as otherwise provided on Schedule 4.12: (a) the Company has filed on a timely basis all tax returns and reports required to be filed by applicable laws; (b) all of the Company’s filed tax returns and reports are complete and accurate; (c) the Company has paid – or made provision for the payment of – all taxes that have become due for all periods; (d) no taxing authority has asserted – or informed the Company or Sellers that it intends to assert – any deficiency in the payment of any taxes by the Company; (e) the Company is not the beneficiary of any extension of time within which to file a tax return; (f) no filed tax return of the Company has been or is currently being audited; (g) the Company has not been given or been requested to give a waiver or an extension of any statute of limitations relating to the payment of any taxes; (h) the Company is not a party to any tax sharing agreement, tax allocation agreement, tax indemnity agreement, or similar tax agreement that may require the Company to make any payment of any kind. For purposes of this Section 4.12 the term “Company” shall mean the affiliated group of companies as defined in Section 1504 of the Code of which the Company is a member and of which Barnwell Industries is the common parent.

4.13No Undisclosed Liabilities. To Sellers’ Knowledge, the Company has no liabilities of any kind, whether know or unknown, fixed or contingent, disputed or undisputed, matured or unmatured, liquidated or unliquidated, or secured or unsecured, except for: (a) liabilities reflected or reserved against on the Company’s Most Recent Balance Sheet; (b) liabilities incurred in the Ordinary Course of Business since the date of the Company’s Most Recent Balance Sheet; (c) liabilities under contracts that do not arise out of or result from a breach by Seller; and (d) liabilities otherwise disclosed in any of the Schedules delivered in connection with this Agreement.

4.14No Material Adverse Change. Buyer is familiar with any and all changes in the Company’s financial condition that have occurred since the date of the Most recent balance sheet.

4.15No Other Changes. Since the date of the Most Recent Balance Sheet

(a)the Company has conducted the Business in the Ordinary Course of Business;

(b)the Company has not changed its accounting methods;

(c)the Company has not received notice of any claims with respect to its surety bond, payment bond, performance bond, maintenance/warranty bond, or claims related to the performance or quality of its work (including any construction defect claims);

(d)the Company has not increased the salary, bonus payments, benefits, or other compensation of any director, officer, or employee, other than in the Ordinary Course of Business;

(e)no Benefit Plan has been adopted, amended, or terminated, and the Company has not withdrawn from any Benefit Plan; and

(f)no customer or supplier of the Company has indicated to the Company or Sellers an intention to discontinue or change the terms of the customer’s or supplier’s business relationship with the Company.

4.16Contracts.

(a)Except as set forth in Schedule 4.16, to Sellers’ Knowledge, there are no warranty claims pending or threatened with respect to work performed by the Company, and neither the Company nor Sellers have received notice of any pending or threatened warranty claim.

(b)Except as otherwise provided on Schedule 2.2(a):

(1)true and correct copies of all the written contracts listed in Schedule 2.2(a) have been made available by the Sellers to the Buyer for review, to the extent such contracts are in writing.

(2)the Company has complied with the terms and conditions of each contract listed on Schedule 2.2(a).

(3)to Sellers’ Knowledge, each other Person that is a party to a contract listed on Schedule 2.2(a) has complied with the terms and conditions of the contract, and the Company has no Liens pending or threatened against any project owners or subcontractors;

(4)no Assumed Contract has become invalid or unenforceable;

(5)to Sellers’ Knowledge, no event has occurred or circumstances exist that will likely: (A) result in the Company’s failure to comply with the terms and conditions of any contract listed on Schedule 2.2(a) (B) give any Person the right to terminate any Assumed Contract; or (C) give any Person the right to accelerate any obligation of the Company under any Assumed Contract;

(6)neither the Company nor Sellers have received any notice from any Person regarding any actual or alleged failure by the Company to comply with the terms and conditions of any contract listed on Schedule 2..2(a) .

4.17Compliance With Laws. Except as otherwise provided on Schedule 4.17: (a) the Company has complied with all applicable laws that are or were applicable to it or to the conduct or operation of its Business during the five-year period before the date of this Agreement; (b) to Sellers’ Knowledge, no event has occurred or circumstances exist that will likely result in the Company’s failure to comply with any applicable law; and (c) during the five-year period before the date of this Agreement, neither the Company nor Sellers have received any notice from any governmental authority or other Person regarding any actual or alleged failure by the Company to comply with any law.

4.18Governmental Authorizations. Schedule 4.18 contains a complete list of each license, permit, registration, and other governmental authorization of the Company. Except as otherwise provided on Schedule 4.18: (a) the Company’s governmental authorizations constitute all of the governmental authorizations required to conduct the Business as it is now being conducted; (b) the Company has complied with the terms and conditions of each governmental authorization of the Company; (c) to Sellers’ Knowledge, no event has occurred or circumstances exist that will likely result in the Company’s failure to comply with the terms and conditions of any governmental authorization of the Company; (d) neither the Company nor Sellers have received any notice from any governmental authority or other Person regarding any actual or alleged failure by the Company to comply with the terms and conditions of any governmental authorization of the Company; and (e) no governmental authorization of the Company has become invalid or unenforceable, or is subject to any fee, tax, or other charge that is due and owing but not paid as of the Closing Date.

4.19Legal Proceedings. Schedule 4.19 contains a complete list of Litigation that is pending or, to the Sellers’ Knowledge, threatened against the Company. the Company has delivered to Buyer complete and accurate copies of all pleadings, correspondence, and other documents relating to each proceeding listed on Schedule 4.19. To Sellers’ Knowledge, except as otherwise provided on Schedule 4.19: (a) no event has occurred or circumstances exist that will likely result in a proceeding against the Company; and (b) no proceeding listed on Schedule 4.19 will likely result in a material adverse change in the financial condition of the Company.

4.20Orders. Schedule 4.20 contains a complete list of each judgment or order to which the Company or the Company’s performance, payment, maintenance/warranty, or registration bond is subject.

Except as otherwise provided on Schedule 4.20: (a) the Company has complied with the terms and conditions of each judgment and order to which the Company is subject; (b) to Sellers’ Knowledge, no event has occurred or circumstances exist that will likely result in the Company’s failure to comply with the terms and conditions of any judgment or order to which the Company is subject; and (c) neither the Company nor Sellers have received any notice from any governmental authority or other Person regarding any actual or alleged failure by the Company to comply with the terms and conditions of any judgment or order to which the Company is subject.

4.21Employee and Labor Matters.

(a)Schedule 4.21 contains a complete list of: all Persons who are employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) job title or position (including whether full-time or part-time); (iii) hire or retention date;

(b)For each employee listed on Schedule 4.21, the relationship to the Company is that of an at-will employee and there is no individual contract for employment, severance, or change-of-control benefits, or the provision of wages or compensation except as disclosed on Schedule 4.21.

(c)the Company has complied with the federal Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”), and similar state, local, and foreign laws related to plant closings, relocations, mass layoffs and employment losses. In the last six years, there has been no “mass layoff” or “plant closing” as defined by the WARN Act or any similar state or local laws applicable to the Company in connection with a termination of any of the Company’s employees for which the Company has or would reasonably be expected to have any liability.

4.22Environmental. Except as otherwise provided on Schedule 4.22:

(a)to Sellers’ knowledge, the Company has no liabilities or obligations of any kind arising out of any Environmental Law, whether known or unknown, fixed or contingent, disputed or undisputed, matured or unmatured, liquidated or unliquidated, or secured or unsecured;

(b)the Company is not a party to any contract, settlement agreement, or other similar arrangement that requires or may require the Company to have any liability or obligation of any kind arising out of any Environmental Law;

(c)to Sellers’ Knowledge, no event has occurred or circumstances exist that will likely result in the Company having any liability or obligation of any kind arising out of any Environmental Law;

(d)to Sellers’ Knowledge, no event has occurred or circumstances exist that will likely result in the Company’s failure to comply with any applicable Environmental Law;

(e)neither the Company nor Sellers have received any notice from any governmental authority or other Person regarding any actual, alleged, or potential failure by the Company to comply with any Environmental Law;

(f)no Litigation relating to any Environmental Law is pending or, to Sellers’ Knowledge, threatened against the Company;

(g)to Sellers’ Knowledge, no event has occurred or circumstances exist that will likely result in a proceeding relating to any Environmental Law against the Company;

(h)the Company is not subject to any judgment or order relating to any Environmental Law;

(i)to Sellers’ Knowledge, no Hazardous Substance is present on any real property in which the Company has or had an ownership interest or that the Company uses or used in violation of any Environmental Law; and

(j)to Sellers’ Knowledge, no Hazardous Substance has been spilled, discharged, or otherwise released on or into any real property in which the Company has or had an ownership interest or that the Company uses or used.

4.23Bonds. the Company has delivered to Buyer a complete and accurate copy of each outstanding performance bond, payment bonds, and maintenance/warranty bond of the Company and each registration bonds of the Company. the Company has complied with the terms and conditions of each such bond. To Sellers’ Knowledge, no event has occurred or circumstances exist that will likely result in the Company’s failure to comply with the terms and conditions of any outstanding bond. the Company and Sellers have not received notice from any Person regarding any actual or alleged failure by the Company to comply with the terms and conditions of any outstanding bond. There have been no claims or judgments against any such bond.

4.24No Brokers or Finders. Neither the Company nor Sellers have incurred any liability or obligation – whether contingent or otherwise – for a brokerage commission, a finder’s fee, or any other similar payment in connection with the Transaction.

4.25Safety Matters. Except as set forth in Schedule 4.25, the Company has complied and is in compliance with all Safety Requirements, and the Company has no liability under any Safety Requirements. Sellers have no Knowledge of any alleged violation or liability arising under any Safety Requirements. Neither the Company nor Sellers have received any written or, to Sellers’ Knowledge, oral notice of any violation of, or any liability or corrective or remedial obligation under, any Safety Requirements. the Company is not subject to any pending, or to Sellers’ Knowledge, threatened action arising under Safety Requirements.

4.26Disclosure. To Sellers’ Knowledge, no representation or warranty made by the Company and Sellers Shareholder in this Agreement includes any untrue statement or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.

Section 5REPRESENTATIONS AND WARRANTIES OF BUYER

Except for the express representations and warranties in this Agreement, Buyer expressly excludes all warranties with respect to the Transaction, express and implied. Buyer represents to Sellers as follows:

5.1Organization. Reserved -Buyer is comprised of three individuals.

5.2Authority. Buyer has full power and authority to sign and deliver this Agreement and to perform all of Buyer’s obligations under this Agreement.

5.3Binding Obligation. This Agreement is the legal, valid, and binding obligation of Buyer (and each f them) , enforceable against Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity.

5.4No Conflicts. The signing and delivery of this Agreement by Buyer and the performance by Buyer of all of Buyer’s obligations under this Agreement will not: (a) breach any agreement to which Buyer is a party, or give any Person the right to accelerate any obligation of Buyer; (b) violate any

law, judgment, or order to which Buyer is subject; or (c) require the consent, authorization, or approval of any Person, including, but not limited to, any governmental body.

5.5Legal Proceedings. No Litigation is pending or, to Buyer’s knowledge, threatened against Buyer that: (a) involves any challenge to or seeks any damages or other relief in connection with the Transaction; or (b) may have the effect of prohibiting, delaying, making illegal, imposing material limitations or conditions on, or otherwise interfering with the Closing.

5.6No Brokers or Finders. Buyer has not incurred any liability or obligation – whether contingent or otherwise – for a brokerage commission, a finder’s fee, or any other similar payment in connection with the Transaction.

5.7Disclosure. No representation or warranty made by Buyer in this Agreement includes any untrue statement or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.

Section 6COVENANTS OF SELLERS BEFORE CLOSING

Sellers jointly and severally covenant to Buyer as follows:

6.1Buyer’s Investigation. Sellers has (a) afforded Buyer and Buyer’s representatives full and free access to the Company’s personnel, properties, contracts, governmental authorizations, books of account and records (including financial statements), safety records, prior claim and release documents, and other data related to the Assets and the Assumed Contracts (b) provided Buyer and Buyer’s representatives with copies of all contracts, governmental authorizations, books of account and records, and other data related to the Assets and the Assumed Contracts that Buyer has requested; and (c) otherwise cooperated and assisted with Buyer’s investigation of the Assets, the Assumed Contracts, and the Business. Two of the three of the individuals comprising Buyer are employed by the Company and have full knowledge of the Business.

6.2Due Diligence Review. Buyer has satisfactorily completed its Due Diligence Review.

6.3Acceptance of the Assets. By signing this agreement, Buyer acknowledges it has visited the Company’s locations to view the assets and has confirmed the assets as specified in Schedule 2.2 (b) as well as assets not listed on Schedule 2.2 (b) and that the Buyer is satisfied with its contents.

6.4Filings and Notices. Sellers will, and will cause the Company to, make all filings and give all notices that the Company and/or Sellers are required to make and give to close the Transaction.

6.5Consents. Sellers will, at Sellers’ sole cost and expense, use commercially reasonable best efforts to obtain all consents, authorizations, and approvals that the Company and/or Sellers are required to obtain to close the Transaction and to assign the Assumed Contracts to Buyer. Sellers will cooperate with Buyer with respect to all consents, authorizations, and approvals that Buyer is required to obtain to close the Transaction and to conduct business immediately after the Transaction.

6.6Conditions. Sellers will use their commercially reasonable efforts to cause the conditions in Section 8 to be satisfied.

Section 7COVENANTS OF BUYER BEFORE CLOSING

Buyer covenants to Sellers as follows:

7.1Filings and Notices. Buyer will make all filings and give all notices that Buyer is required to make and give to close the Transaction. Buyer will cooperate with Sellers with respect to all filings

and notices that the Company and/or Sellers are required to make and give to close the Transaction.

7.2Consents. Buyer will use Buyer’s commercially reasonable best efforts to obtain all consents, authorizations, and approvals that Buyer is required to obtain to close the Transaction. Buyer will cooperate with Sellers with respect to all consents, authorizations, and approvals that the Company and/or Sellers are required to obtain to close the Transaction.

7.3Conditions. Buyer will use Buyer’s commercially reasonable efforts to cause the conditions in Section 9 to be satisfied.

Section 8CONDITIONS TO SELLERS’ CLOSING OBLIGATIONS

Sellers’ obligation to close the Transaction is subject to the satisfaction of the following conditions:

8.1Performance of Covenants. Buyer must have performed and complied with all Buyer’s covenants in Section 7 in all material respects.

8.2Closing Documents. Sellers must have caused the following items to be delivered to Buyer:

(a)the items set forth in Section 10.2;

(b)for each Lien on an Asset that is not a Permitted Closing Encumbrance, a release from the applicable secured party

(c)any other documents that Buyer may reasonably request to evidence: (1) the accuracy of Sellers’ representations and warranties in Section 4; (2) Sellers’ performance of and compliance with Sellers covenants in Section 6; or (3) the satisfaction of any condition in this Section 8.

8.3Consents. The consents, authorizations, and approvals set forth on Schedule 8.3 must have been obtained by Sellers at Sellers’ sole cost and expense.

8.4No Legal Proceedings. No Litigation must be pending or have been threatened against the Company, Sellers or Buyer that: (a) involves any challenge to or seeks any damages or other relief in connection with the Transaction; or (b) may have the effect of prohibiting, delaying, or imposing material limitations or conditions on the Closing.

8.5No Conflict. The Closing must not violate any law, judgment, or order to which Buyer, the Company or Sellers is subject. No judgment or order of any governmental authority or arbitrator must be in effect as of the Closing Date that prohibits the Closing.

Section 9CONDITIONS TO BUYER’S CLOSING OBLIGATIONS

Buyer’s obligation to close the Transaction are subject to the satisfaction of the following conditions:

9.1Performance of Covenants. Sellers must have performed and complied with each of Sellers’ covenants in 6 in all material respects.

9.2Closing Documents. Buyer must have caused the following items to be delivered to Sellers:

(a)the items set forth in Section 10.3;

(b)any other documents that Sellers may reasonably request to evidence: (1) the accuracy of Buyer’s representations and warranties in Section 5; (2) Buyer’s performance of and

compliance with Buyer’s covenants in Section 7; or (3) the satisfaction of any condition in this Section 9.

9.3No Conflict. The Closing must not violate any law, judgment, or order to which Buyer, the Company or Sellers are subject. No judgment or order of any governmental authority or arbitrator must be in effect as of the Closing Date that prohibits the Closing.

9.4Contracts. Buyer has agreed to cause the Company to take all steps necessary to assume and perform all of the contracts listed in Schedule 2.2(a).

Section 10CLOSING

10.1Closing. The Closing will take place at the offices of Barnwell Industries on Friday, March 14, 2025, or on such other mutually agreed upon date and time before March 28, 2025. The execution of this Agreement by the Sellers and Buyer shall occur at Closing.

10.2Obligations of Sellers. Sellers will deliver the following items to Buyer at the Closing:

(a)the certificates representing the Shares duly endorsed (or accompanied by duly executed stock powers), for transfer to the Buyer;

(b)a certificate signed by Sellers certifying to Buyer that: (1) the representations and warranties of Sellers contained in this Agreement, are true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any other representation or warranty not qualified by materiality) on and as of the Closing Date; and (2) Sellers have performed and complied with each of the covenants set forth in Section 6 in all material respects;

(c)all Consents required to be obtained from or provided to third-Persons necessary for the consummation of the Transaction, including, but without limitation, all Governmental Approvals.

(d)possession of the Assets.

10.3Obligations of Buyer. Buyer will deliver the following items to Sellers at the Closing

(a)Proof of a wire transfer initiated by Buyer to Barnwell Industries, Inc. in the amount of $150,000.

(b)Buyer’s promissory note payable to Barnwell Industries in the amount of $800,000 in the form of Exhibit A attached hereto (the “Promissory Note”).

(c)A fully-executed Security Agreement in the form of Exhibit B attached hereto by which the Company grants Barnwell Industries a security interest in certain of the Company’s high-value marketable assets to secure payment of the Note.

Section 11COVENANTS OF SELLERS AFTER CLOSING

Sellers jointly and severally covenant to Buyer as follows:

11.1Excluded Liabilities. Sellers will pay and perform and indemnify and hold Buyer and the Company harmless from the Excluded Liabilities in their entirety, provided that Sellers will have the right to contest and compromise any Excluded Liability in Sellers’ reasonable discretion and without cost to Buyer or the Company.

11.2Employees. Sellers will pay all wages, commissions and bonus (other than severance payments) which become due and payable to each Company employee arising out or resulting from the employee’s service as an employee of the Company up to the Closing Date.

11.3Business Relations. For a period of one (1) year after the Closing, Sellers will cooperate with Buyer in Buyer’s efforts to preserve the Company’s relations and goodwill with its customers, suppliers, lessors, creditors, employees, agents, and other business relations of the Company that existed before the Closing.

11.4Business Referrals. For a period of two (2) years after the Closing, Sellers will refer to Buyer all customer and supplier inquiries that Sellers receive in connection with the Business.

11.5No Disparagement. After the Closing, neither Sellers nor Selling Shareholder will make any disparaging statements about the Assets, Buyer, the Company, or any present or future shareholder, director, member, manager, partner, officer, or authorized representative of the Company or Buyer.

11.6Bonding. Sellers perform such acts and provide such assurances as may be required to keep and maintain all bonds pertaining to the Assumed Contracts that are in place as of the date of this Agreement (including the Company’s surety bond, payment bond, performance bond, and maintenance/ warranty bond) –together with all corresponding bond indemnities—in full force and effect until such time that all project work is completed under the Assumed Contracts.

11.7Delivery of Documents. At the Closing, Sellers will deliver to the Buyer all documents relating to the Shares, the Business, and the Assets, and the current and proposed operations of the Business, including, without limitation, all Corporate Records, files relating to the Assumed Contracts, and any information or data relating to the operation of the Business or the Assets stored on computer disks and any electronic media, including computers.

11.8Further Assurances. At any time at the reasonable request of Buyer, Sellers promptly will execute, acknowledge, and deliver or cause to be executed, acknowledged, and delivered to Buyer such instruments of transfer, assignment, and conveyance, and other documents, in form and substance reasonably satisfactory to Buyer, as will be necessary to vest in, or assure, Buyer all right, title, and interest in and to the Shares, free and clear of all Liens, and will use commercially reasonable efforts to cause to be taken such other action as Buyer at any time reasonably may require to more effectively implement and carry into effect the Transaction.

11.9General Waiver and Release. Effective as of the Closing Date, Sellers, on the Sellers’ behalf and on behalf of their successors and assigns (collectively, the "Seller Releasing Parties"), and excepting the Company’s obligations under the Security Agreement attached hereto as Exhibit B, unconditionally and irrevocably release, waive, and forever discharge the Company from any and all claims, rights to indemnity, demands, judgments, causes of action, and liabilities of any nature whatsoever, whether known or unknown, suspected or claimed, arising directly or indirectly from any action, omission, event, or transaction occurring on or prior to the Closing Date, which, for the avoidance of doubt, includes any and all claims of breach and causes of action based on alleged breach and associated liabilities arising out of or relating to any commercial arrangement or agreement between Sellers and the Company entered into prior to the Closing, but excluding Sellers’ claims and rights expressly set forth in this Agreement or any other Transaction documents. Without limiting the foregoing, Sellers expressly waive and relinquish all rights afforded by any applicable law that limits in any manner the release set forth in this Section 11.9. Sellers represent and warrant to Buyer that (a) there are no Liens, or claims of Lien, or assignments in law or equity or otherwise against any of the claims or causes of action released herein, (b) Sellers have not transferred any such claims or causes of action to any Person, and (c) Sellers are fully authorized and entitled to give the releases specified in this Section 6.6.

11.10Post-Closing Transition. Sellers will allow the Buyer and the Business the use of a portion of Sellers’ Honolulu office and the Company’s accounting software for a maximum period of 90 days following Closing to allow a transition period. Buyer will pay the Company’s employees’ salaries

and Sellers will pay for Honolulu office expenses during this period. This period may be extended if agreed upon by both parties.

Section 12COVENANTS OF BUYER AFTER CLOSING

Buyer covenants to Sellers as follows:

12.1Assumed Contracts. After the Closing, Buyer will cause the Company to perform the Assumed Contracts in their entirety in accordance with the terms thereof, provided that Buyer will have the right to contest and compromise any Assumed Contract obligation in Buyer’s reasonable discretion and without cost to Sellers. Buyer will indemnify and hold Sellers harmless with respect to any and all claims for breach of one or more of such contracts.

12.2Employee Matters. Buyer intends to cause the Company to continue employment for substantially all employees of the Company who are engaged in the Business on terms substantially similar to those under which such employees are currently engaged. Buyer will cause the Company to pay customary severance payments to any employees not retained by Buyer. The parties do not intend to create any third-Person beneficiary rights respecting any employee of the Company as a result of the provisions of this Agreement and specifically hereby negate any such intention.

12.3Records. Buyer will retain the Company data and records included in the Assets for a period of three (3) years after the Closing Date. During the three-year period and upon reasonable advance notice from Sellers, Buyer will, during Buyer’s regular business hours and in a manner that does not unreasonably interfere with the operation of Buyer’s business, afford the notifying party and its representatives reasonable access to the Company data and records included in the Assets.

12.4Post-Closing Accounting. Buyer shall allow the Sellers to utilize the needed Company’s employees to close out Sellers’ records in exchange for the use of the Sellers’ Honolulu office for a maximum period of 90 days to allow a transition period. Buyer will pay employees’ salaries and Sellers will pay for Honolulu office expenses during this period. This period may be extended if agreed upon by both parties.

Section 13OTHER COVENANTS

13.1Noncompetition. The Noncompetition, Non-Solicitation and Confidentiality Provisions attached as Appendix B are incorporated by reference into this Section 13.

Section 14INDEMNIFICATION

14.1Survival. Unless otherwise specified in this Agreement, all representations, warranties, covenants and obligations in this Agreement except Fundamental Representations will survive the Closing for the longer of twenty-four (24) months or the full and final resolution of any applicable Litigation, i.e. any Litigation which will determine whether Sellers has breached any representation, warranty, covenant, or obligation, and/or the damages resulting from any such breach. Fundamental Representations will survive the Closing until sixty (60) days following the later of the expiration of the applicable statute of limitations or the full and final resolution of any applicable Litigation.

14.2Sellers’ Indemnification. If the Closing occurs, and subject to the provisions of this Section 14, Sellers will jointly and severally defend and indemnify Buyer and the Company from, and against any and all claims, actions, proceedings, damages, losses, liabilities, and expenses of every kind, whether known or unknown, including, but not limited to, reasonable attorney’s fees, resulting from or arising out of: (a) Sellers’ breach of any representation, warranty, covenant, or other obligation of Sellers in this Agreement or any other agreement or document relating to the Transaction; (b) any Excluded Liabilities.

Where the Excluded Liability is a claim for the Company’s breach of warranty or contract and the Company is obligated to perform corrective or additional work, Sellers shall have the option to retain the Company to perform the work on the following terms:

(a)KD-12 Monitoring Well.

Any costs incurred by the Company beyond the $200K being held by KWC would be the responsibility of Sellers. Total costs will be calculated as labor, materials, outside services, and 250% of labor to cover overhead costs. The total costs, if in excess of $400K, will have to be discussed further with KWC to determine each party’s share. Sellers will be responsible for the Company’s share, less $200K, plus 10% of that subtotal.

(b)Civil Mechanical and Other Projects

Any costs incurred for Civil Mechanical and other Projects would be the responsibility of Sellers. If labor, materials, or outside services are incurred, Sellers will be responsible for those costs + 250% of labor (if any) + 10% of the total costs. If the Company is required to pay damages rather than perform corrective work, Sellers will be responsible for the damages.

14.3Limitations on Sellers’ Liability.

(a)If the Closing occurs, and subject to Section 14.5, Sellers will have no liability to Buyer or any other person for indemnification or otherwise with respect to:

(1)any claim that arises out of or results from a breach of any representation or warranty in this Agreement or covenant in Section 6, unless Buyer notifies Sellers of the claim and specifies in reasonable detail the facts giving rise to the claim within sixty (60) days of the date Buyer becomes aware of or receives notice of the claim (if such claim is a third-party claim) and in any event within twenty-four (24) months after the Closing Date;

(2)any claim that arises out of or results from a breach of any representation or warranty in this Agreement or covenant in Section 6, if the aggregate liability for the claim is for less than $10,000, or unless the aggregate liability for all claims, including claims for less than $10,000, exceeds $50,000 in which event Sellers will be required to pay or be liable only for aggregate losses that exceed $50,000;

(3)any claim that arises out of or results from a breach of any representation or warranty in this Agreement, or covenant in Section 6, to the extent that Sellers’ aggregate liability for all such claims exceeds $200,000. This limitation of Sellers’ liability shall not apply with respect to any claim by Buyer arising out of Sellers’ fraud or gross negligence or related to Sellers’ failure to pay or perform any Excluded Liability; and

(4)any and all claims arising directly or indirectly out of this Agreement are barred if not asserted within four (4) years of the date of this Agreement.

14.4Buyer’s Indemnification. If the Closing occurs, and subject to the provisions of this Section 14, Buyer will defend and indemnify Sellers, and each present and future shareholder, director, member, manager, partner, officer, authorized representative, and affiliate of each Sellers for, from, and against any and all claims, actions, proceedings, damages, losses, liabilities, and expenses of every kind, whether known or unknown, including, but not limited to, reasonable attorney’s fees, resulting from or arising out of: (a) Buyer’s breach of any representation,

warranty, covenant, or other obligation of Buyer in this Agreement or any other agreement or document relating to the Transaction; or (b) any Assumed Contract.

14.5Limitations on Buyer’s Liability.

(a)If the Closing occurs, and subject to Section 14.5(b), Buyer will have no liability to Sellers or any other person for indemnification or otherwise with respect to:

(1)any claim that arises out of or results from a breach of any representation or warranty in this Agreement or covenant in Section 7, unless Sellers notify Buyer of the claim and specify in reasonable detail the facts giving rise to the claim within twelve (12) months after the Closing Date.

(2)any claim that arises out of or results from a breach of any representation or warranty in this Agreement or any covenant in Section 7 if the claim amount is less than $10,000, or unless the aggregate liability for all claims, including claims in an amount less than $10,000, exceeds $50,000, in which event Buyer will be required to pay or be liable only for all aggregate losses that exceed $50,000; and

(3)claims that arise out of or result from a breach of any representation or warranty in this Agreement or any covenant in Section 7, to the extent that Buyer’s aggregate liability for all claims that arise out of or result from a breach of any representation or warranty in this Agreement or any covenant in Section 7 exceeds $200,000.00.

(b)The limitations on Buyer’s liability in this Section 14.5 will not apply with respect to a claim that arises out of or results from: (1) Buyer’s failure to pay or perform any Assumed Contract; or (2) Buyer’s fraud, criminal activity, or willful misconduct.

14.6Direct Claims. If an Indemnified Person notifies an Indemnifying Party of a direct claim by the Indemnified Person for which the Indemnifying Party has liability under this Section 14, the Indemnifying Party will pay the claim – or cause the claim to be paid – within 30 days after the delivery of the Indemnified Person’s notice.

14.7Third-Party Claims.

(a)If an Indemnified Person receives a written claim by a third party that is subject to the indemnification provisions in this Section 14, the Indemnified Person will promptly notify the Indemnifying Party of the claim. The notice will include a copy of all correspondence relating to the claim that the Indemnified Person received from the third party.

(b)The Indemnifying Party may elect to control the defense of the third-party claim by notifying the Indemnified Person within thirty (30) days after the delivery of the Indemnified Person’s notice.

(c)The Indemnified Person may object to the Indemnifying Party’s election to control the defense of the third-party claim by notifying the Indemnifying Party within ten (10) days after the delivery of the Indemnifying Party’s notice, but only if: (1) the Indemnified Person reasonably determines that the Indemnifying Party does not have the financial ability to diligently defend the claim; (2) the claim is also made against the Indemnifying Party and the Indemnified Person reasonably determines that joint representation of the Indemnifying Party and the Indemnified Person would be inappropriate; or (3) the Indemnified Person reasonably determines that the claim may result in non-monetary damages that may materially and adversely affect the Indemnified Person.

(d)If the Indemnifying Party elects to control the defense of the third-party claim and the Indemnified Person does not object (or is not permitted to object under Section 14.7(c) above) to the election:

(1)the Indemnifying Party will control the defense of the claim and diligently defend the claim, with counsel reasonably satisfactory to the Indemnified Person;

(2)the Indemnified Person may participate in the defense of the claim, at the Indemnified Person’s own cost and expense; and

(3)the Indemnifying Party may settle the claim:

(A)with the consent of the Indemnified Person, which the Indemnified Person may not withhold unreasonably; or

(B)without the consent of the Indemnified Person, but only if: (i) the settlement does not contain any finding of any violation by the Indemnified Person of any applicable law or any right of any Person; (ii) the settlement expressly states that the Indemnified Person is not admitting to any such violation; and (iii) the only relief provided in the settlement is for monetary damages that are – subject to the provisions of this Section 14 – paid in full by the Indemnifying Party.

(e)If the Indemnifying Party does not elect to control the defense of the third-party claim, or if the Indemnifying Party elects to control the defense of the claim and the Indemnified Person objects to the election under Section 14.6(c):

(1)the Indemnified Person will control the defense of the claim and diligently defend the claim, with counsel reasonably satisfactory to the Indemnifying Party;

(2)the Indemnifying Party may participate in the defense of the claim, at the Indemnifying Party’s own cost and expense; and

(3)the Indemnified Person may settle the claim:

(A)with the consent of the Indemnifying Party, which the Indemnifying Party may not withhold unreasonably; or

(B)without the consent of the Indemnifying Party, but only if: (i) the settlement does not contain any finding of any violation by the Indemnifying Party of any applicable law or any right of any Person; (ii) the settlement expressly states that the Indemnifying Party is not admitting to any such violation; and (iii) the only relief provided in the settlement is for monetary damages.

(f)In any third-party claim that is subject to the indemnification provisions in this Section 14, the Indemnifying Party and the Indemnified Person will: (1) keep each other fully informed of the status of the claim; (2) cooperate with each other with respect to the defense of the claim; and (3) attempt to preserve in full any attorney-client and work-product privileges and the confidentiality of any confidential information.

14.8Additional Indemnification Provisions.

(a)Payments by an Indemnifying Party pursuant to Section 14.3 or 14.5 shall be limited to the amount of any loss, liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution, or other similar payment received by the Indemnified Person in respect of any such claim. The Indemnified Person shall

use its commercially reasonable efforts to pursue recovery under existing insurance policies or indemnity, contribution, or other similar agreements for any losses, but shall not be required to exhaust such recovery efforts prior to seeking indemnification under this Agreement.

(b)In no event shall any Indemnifying Party be liable to any Indemnified Person for any punitive damages except to the extent actually awarded to a governmental authority or other third Person.

14.9Sole and Exclusive Remedy. If the Closing occurs, the indemnification provisions in this Section 14 will be the sole and exclusive remedy available to an Indemnified Person with respect to any claim that arises out of or results from a breach of any representation or warranty in Section 4 or Section 5 or a breach of any covenant in Section 6 or Section 7 (other than claims arising from fraud, criminal activity, or willful misconduct on the part of a party hereto in connection with the Transaction). Nothing in this paragraph limits any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s fraudulent, criminal, or willful misconduct.

Section 15ANNOUNCEMENTS

15.1Sellers and Buyer will consult and cooperate with each other concerning the timing and manner of the announcements of the Transaction to Sellers’ employees, customers, suppliers, and other business relations. Upon Buyer’s request, Sellers will permit Buyer to be present at any such announcement. Any public announcements with respect to the Transaction or this Agreement will be made, if at all, at such time and in such manner as Buyer and Sellers determine.

Section 16EXPENSES

16.1Except as otherwise provided in this Agreement, each party will bear the party’s own fees, costs, and expenses incurred in connection with the Transaction, including, but not limited to, the preparation, negotiation, signing, and performance of this Agreement and the other agreements and documents relating to the Transaction.

Section 17GENERAL

17.1Time of Essence. Time is of the essence with respect to all dates and time periods in this Agreement.

17.2No Assignment. No party may assign or delegate any of the party’s rights or obligations under this Agreement to any Person without the prior written consent of the other parties, which the other parties may not withhold unreasonably; provided, however, that Buyer may assign this Agreement to any affiliate of Buyer, or other special purpose entity formed for the purpose of consummating the transactions contemplated by this Agreement, with prior written notice to Sellers. Any assignment by Buyer will not relieve Buyer of Buyer’s obligations under this Agreement.

17.3Binding Effect. This Agreement will be binding on the parties and their respective heirs, personal representatives, successors, and permitted assigns, and will inure to their benefit.

17.4Amendment. This Agreement may be amended only by a written agreement signed by each party.

17.5Notices. All notices or other communications required or permitted by this Agreement: (a) must be in writing; (b) must be delivered to the parties at the addresses set forth below, or any other address that a party may designate by notice to the other parties; and (c) are considered delivered (1) upon actual receipt if delivered personally, by fax, or by a nationally recognized overnight delivery service, (2) when sent, if sent by email, if the recipient confirms receipt by

reply email or other reasonable means, or (3) at the end of the third business day after the date of deposit in the United States mail, postage pre-paid, certified, return receipt requested.

To Buyer:	To Sellers:
Denise Miyasato<br><br>Chad Arima<br><br>Eric Eldred	Barnwell of Canada Limited<br><br>Barnwell Industries, Inc.
c/o Denise Miyasato	1100 Alakea Street, Suite 500
9982 Baystone St.<br>Las Vegas, NV 89141	Honolulu, HI 96813<br>Email: rmg@brninc.com<br>Attn: Russell M. Gifford
	With a copy to:
	Ashford & Wriston LLP
	999 Bishop St., Ste. 1400
	Honolulu, HI 96813
	Fax: 808-539-4945
	Email: cshaw@awlaw.com
	Attn: Cuyler Shaw

17.6Waiver. No waiver will be binding on a party unless it is in writing and signed by the party making the waiver. A party’s waiver of a breach of a provision of this Agreement will not be a waiver of any other provision or a waiver of a subsequent breach of the same provision.

17.7Severability. If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.

17.8Further Assurances. The parties will sign other documents and take other actions reasonably necessary to further effect and evidence this Agreement.

17.9No Third-Party Beneficiaries. The parties do not intend to confer any right or remedy on any third party other than those Persons entitled to indemnification under Section 14.

17.10Attachments. Any exhibits, schedules, and other attachments referenced in this Agreement are part of this Agreement.

17.11Governing Law. This Agreement is governed by the laws of the State of Hawaii, without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing this Agreement.

17.12Venue; Mediation. Any action or proceeding arising out of this Agreement will be litigated in courts located in Oahu, Hawaii. Each party consents and submits to the jurisdiction of any local, state, or federal court located in Oahu, Hawaii. As a condition precedent to litigation, any claim, demand, complaint, action, cause of action, dispute or controversy which arises out of this Agreement shall be submitted to mediation which shall be administered by Dispute Prevention & Resolution, Inc. in Honolulu, Hawaii. Each party shall participate in mediation in good faith. Each party shall bear its own costs, expenses, and fees of mediation, including its attorneys’ fees and its share of mediator’s fees.

17.13Attorney’s Fees. If any arbitration or litigation is instituted to interpret, enforce, or rescind this Agreement, including, but not limited to, any proceeding brought under the United States Bankruptcy Code, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorney’s fees and other fees, costs, and expenses of every kind incurred in connection with the arbitration, the litigation, any appeal or petition for review, the collection of any award, or the enforcement of any order, as determined by the arbitrator or court.

17.14Entire Agreement. This Agreement contains the entire understanding of the parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement.

17.15Signatures. This Agreement may be signed in counterparts. An email transmission of a signed signature page will be considered an original signature page. At the request of a party, each other party will confirm an email-transmitted signature page by delivering an original signature page to the requesting party.

Signature Page Follows

IN WITNESS WHEREOF, this Agreement has been signed by each of the parties hereto and signed by an authorized officer of each of said parties effective as of the Closing Date.

BUYER:
/s/ Denise Miyasato
Denise Miyasato
/s/ Chad Arima
Chad Arima
/s/ Eric Eldred
Eric Eldred
SELLERS:
---	---
BARNWELL INDUSTRIES, INC., a Delaware corporation
By:	/s/ Russell M. Gifford
	Name: Russell M. Gifford
	Its: Executive Vice President and CFO
BARNWELL OF CANADA, LIMITED, a Delaware corporation
By:	/s/ Russell M. Gifford
	Name: Russell M. Gifford
	Its: Vice President and Secretary

APPENDIX A

Definitions

“Assets” means the assets described in Section 2.2.

“Closing” means the closing of the Transaction.

“Closing Date” means Friday, March 14, 2025, or any other day as may be agreed to by the Buyer and Sellers in writing, provided that, following Closing, references to “Closing Date” shall mean the date on which Closing actually occurs;

“Closing Inventory List” means an inventory prepared as of the Closing Date.

“Code” means the Internal Revenue Code of 1986, as amended.

“Environmental Law” means any law designed to minimize, prevent, punish, or remedy the consequences of actions that damage or threaten the environment or public health and safety.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any person that during the six-year period before the date of this Agreement has been under “common control” with Sellers under Section 4001(a)(14) of ERISA or Section 4001(b) of ERISA, or has been treated as a single employer with Sellers under Section 414 of the Code.

“Excluded Liabilities” means the liabilities described in Section 2.3.

“Hazardous Substance” means any hazardous or toxic substance, material, or waste, including, but not limited to: (a) any hazardous or toxic substance, material, or waste that is defined as such under any Environmental Law; and (b) petroleum, petroleum products, asbestos, presumed asbestos-contaminating materials, asbestos-contaminating materials, urea formaldehyde, and polychlorinated biphyenyls.

“Indemnified Person” means a person entitled to indemnity from an Indemnifying Party under Section 14.

“Indemnifying Party” means a party obligated to indemnify an Indemnified Person under Section 14.

“Knowledge” means with respect to Sellers, the actual knowledge of Russell M. Gifford, Denise Miyasato, or Blaise Clay.

“Lien” means a legal right granting the holder a right to foreclose and sell the property which it encumbers.

“Most Recent Balance Sheet” means the most recent balance sheet of Sellers dated June 30, 2024.

“Permitted Closing Encumbrance” means: (a) any lien, mortgage, pledge, security interest, or other encumbrance arising by operation of law for taxes, assessments, or government charges not yet due; (b) any statutory lien or encumbrance for services or materials arising in the ordinary course of

Seller’s business for which payment is not yet due; and (c) any nonconsensual lien or encumbrance incurred or deposits made in the ordinary course of Seller’s business for workers’ compensation and unemployment insurance and other types of social security.

“Related Person means:

(a)with respect to an individual:

(1)the individual’s spouse, any person who is related to the individual or the individual’s spouse within the second degree, and any person who resides with the individual;

(2)any person that is directly or indirectly controlled by the individual or by one of the persons specified in subsection (a)(1) of this definition;

(3)any person in which the individual or one of the other persons specified in subsection (a)(1) holds – individually or in the aggregate – 10% or more of the shares or other ownership interests; and

(4)any person for which the individual or one of the other persons specified in subsection (a)(1) serves as a director, manager, partner, officer, or trustee; and

(b)with respect to a specific person other than an individual: (1) any person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with the specified person; (2) any person that holds 10% or more of the shares or other ownership interests of the specified person; (3) each person that serves as a director, manager, partner, officer, or trustee of the specified person; (4) any person in which the specified person holds 10% or more of the shares or other ownership interests; and; and (5) any person for which the specified person serves as a manager, partner, or trustee.

“Safety Requirements” means all legal requirements and all contracts, in each case, relating to or regulating public health and safety and worker health and safety, in effect on or prior to the Closing Date.

“Surviving Provisions” means Sections 11.10, 12, 13, 14 and 17 and the definitions in Appendix A to the extent applicable.

“Transaction” means the purchase and sale of the Shares provided for in this Agreement.

APPENDIX B

Noncompetition Provisions

Section 18DEFINITIONS

For purposes of these Noncompetition Provisions, the following terms have the following meanings:

“Business” means the exploration and development of groundwater resources for government, commercial and private clients in Hawaii and in-state deep drilling and deep well pumping.

“Restricted Period” means the period beginning on the Closing Date and ending five (5) years after the Closing Date.

18.1“Restrictions” means the restrictions set forth in Section 19, Section 20, and Section 21 of these Noncompetition Provisions.

Section 19NONCOMPETITION

During the Restricted Period, Sellers will not directly or indirectly advise, invest in, own, manage, operate, control, be employed by, provide services to, lend money to, guarantee any obligation of, lend Sellers’ name to, or otherwise assist any Person engaged in or planning to be engaged in any business whose products, services, or activities compete or will compete in whole or in part with the Business.

Section 20NON-SOLICITATION

20.1Sellers agree that, throughout the Restricted Period, Sellers will not, individually or on behalf of another Person, either directly or indirectly, (i) solicit or encourage any employee or consultant of Buyer or its affiliates (including the Company) to terminate such individual's employment or consulting services with the Buyer or such affiliates (including the Company), (ii) solicit or encourage, or take any action that would tend to encourage, any customer or prospective customer of Buyer or its affiliates (including the Company) to terminate or not do business with Buyer or its affiliates (including the Company), or reduce the business conducted by such customer or prospective customer with Buyer or its affiliates (including the Company), or (iii) solicit or encourage, or take any action that would tend to encourage, any vendor or supplier, or prospective vendor or supplier, of Buyer or its affiliates (including the Company) to terminate or not do business with Buyer or its affiliates (including the Company), or reduce the business conducted by such vendor or supplier, or prospective vendor or supplier, with Buyer or its affiliates (including the Company).

Section 21NO HIRE

(a)During the Restricted Period, Sellers will not hire, for Sellers’ benefit or for the benefit of any Person, as an employee or engage as an independent contractor, any Person who was an employee of Buyer or its affiliates at any time during the Restricted Period.

Section 22RESTRICTIONS

22.1Reasonableness. Sellers acknowledge and agree that each Restriction is reasonable in scope and that the Restrictions afford a fair protection to the interests of Buyer.

22.2Enforceability. The parties intend that each Restriction be enforceable to the fullest extent permitted by law.

Section 23NO EMPLOYMENT RELATIONSHIP

The Restrictions are made in the context of a business acquisition and are not made in the context of an employment relationship or contract

Schedule 2.2 (a)

List of Contracts and Leases

Contracts

Job #	Job Name
711	Boschetti Wells Nos. 1 & 2 Contract dated May 4, 2022 (Well No. 1 completed)
	Oceanic Company contracts
	Trillium Pumps Agreement
	Makai Monitoring Well (Well #12 Settlement)

Leases

Location	Monthly Rent
Hokuloa Trade Center – 61-3295 Maluokalani St, Kawaihae<br><br><br><br>Main operational yard, approximately 1 acre outside storage and an approximately 1,200 square foot office in a 20,000 SF bay in a warehouse.<br><br><br><br>Currently month to month, started as a ten year lease, landlord may wish to have a new tenant execute a long term lease.	$6,020.94
Simonpietri Enterprises - 91-027 Kaomi Loop, Kapolei<br><br><br><br>Lease of 21,780 square feet of vacant land from Campbell Estate (expires May 31, 2025)	$3,920.40<br><br>plus real property taxes
Kulakane LLC, TMK 3-8-007-071-0000<br><br><br><br>Minor open area yard, used for storage, (approx 46,000 sq ft).<br><br><br><br>Month to month	$2,000.00
Maui Property Managers, LLC – 2762 Iolani Street, Maui<br><br><br><br>3 bedroom, 1 bath house for crew use – Boschetti two well contract<br><br><br><br>09/1/24 - 3/31/25, option to extend	$3,800.00

Schedule 2.2 (b)

Tangible Personal Property

Description
RIG NO. 4: Spencer Harris Model 7000 Portable Rotary Drilling Rig (SN: 2762471) mounted on three axle trailer
RIG NO. 6: Walker-Neer P-15-A Pump pulling rig with accessories, mounted on IHC truck (SN: 1HTAA19E5CHA10623 / S1191232)
RIG NO. 7; Ideco Rig BIR 3085 Rambler Carrier (S/N: CA-876)
RIG NO. 9: Franks Double Drum Well Servicing Rig, Drawworks model 64-1058 (SN: 640218), complete with new 71 SK hydraulic raised and scoped derrick
CRANES:
Grove crane model RT625 25 ton capacity (E-4600)
14 ton Grove crane model RT58, serial no. 4449 (E-4606)
FORKLIFTS:
1990 Toyota forklift 18,000 lb capacity, model 3FD80VA35, serial no. 3FD80-80222 (E-4103)
Toyota forklift 5,000 lb capacity, SN 03FG2511187 (E-4301)
Hyster 7.5 Ton Forklift (E-4603)
Hyster 10 Ton Forklift, S#B7P3671L (E-4108)
2006 Skytrack 6036 Forklift (E-4618)
OTHER MACHINERY:
1999 Bobcat Skidsteer, Model 763, S/N 512244203 (E-7307)
Gradall Model 534B-9, S/N 0244050S 2x4 (E-4614)
Backhoe Case Model 580E, S/N 17036385 (E-4615)
2007 JLG 534D9 45' 9K lb Extended reach forklift, diesel, SN 0160023718 (E-4617)
CAMERAS/SURVEY TOOLS:
Cue Video logging camera, serial no. 2818, and VCR (E-6302)
BT9600 Aries Camera with accessories (E-6307)
2000 Aries camera mounted on trailer (E-6311)
Totco 1-1/2 degree drift recorder (E-6200)
Totco 3 degree double drift recorder (E-6102)
MUD PUMPS:
Diesel powered mud pump, Injection pump, GD FXF172, S/N 255375
Mud pump, GD FO-FXO-H, S/N 117186 with V-8 diesel engine
Mud pump, GD FY-FXD, S/N 127739
Rebuilt 371 Detroit Diesel Power Unit (E-7619)
Rebuilt Triplex Plunger Pump (E-7620)
TEST PUMPS, MOTORS, & CABLES:
---
Test pump 25 stage 12LKH Peabody Floway w/ 8 inch column assembly
Floway test pump, 1,500 gpm, 19 stage, 14LKM,O.L. Deep Well Pump, Serial NO 63729-1-1, with 25,000 lb. thrust bearing, freight and assy,
Floway 22 stage test pump 12 LKH
Test pump 25 stage 12LKH; w/ 8 inch column assy (E-8611)
Floway 1-stg 19FKN 7000 GPM test pump
Test pump & 200 HP Motor-Gicon (E-7315)
2/O, 5KV Flat Armored Test Cable
125 HP Hitachi Submersible Motor (E-7313)
250 HP Indar Submersible Motor (from Lanai)
200HP 460V 3P 8" Gicon Motor (E-8321)
Wolf 2-stg pump, 40HP Hitachi motor (E-8636)
GE 100HP Motor 460V/3PH/60HZ (E-7317)
60 HP 3PH 460V Test Pump Motor (E-7308)
540KVA Variable Speed Drive, SN 13946707 (E-8640)
520KVA 480V Transformer, SN 13783899 (E-8641)
24-Stage Summit Pump, SN13975935; with 300 HP motor, SN 13975936 (E-8700)
125 HP Hitachi Submersible Motor, SN KS1179 (E-7309)
OTHER PUMPS:
Mini grout pump and mixer; inspection costs prior to purchase; freight
4000 GPM close coupled pump
(2) Rebuilt 4½x6 GASO 1849 pump, item no. REBUILT1860PUM, w/ 3" liner/pistons skid mounted w/ rebuilt diesel power unit, w/ hand clutch, belt drive, belt guard, fuel tank, etc. and freight, $15,000 each
Mayco concrete pump, diesel engine, SN 270324 (E-8401)
POWER UNITS & ENGINES:
Caterpillar model 3412 PCTA power unit (diesel engine) rate 700 HP @ 1800 RPM, serial no. 038S04102 w/ twin disc clutch
Caterpillar model 3412 PCTA power unit (diesel engine) rate 700 HP @ 1800 RPM, serial no. 038S04122 w/ twin disc clutch
1100 Series Perkins Power Unit, Radiator thru PTO, skid mounted (E-8302)
Volvo Diesel engine, stock #57538 (from Lanai)
COMPRESSORS:
1999 Ingersol Rand compressor XHP900WCAT; S/N 305389, 900-350 (E-8015)
Sullair air compressor, 900XH, S/N 006-97009430 w/3406 CAT engine (E-8016)
2006 Ingersoll Rand XHP1170WCAT Air Compressor, Model 2006, Serial Number 371212 (E-8110)
1996 Ingersol Air Compressor, 1300wcu, s#262016 (E-8111)
2002 Ingersol Air Compressor, 825wcu, s#328813 (E-8112)
2005 Ingersol-Rand Air Compressor, Model VHP400, SN 353757 (E-8113)
2005 Ingersol-Rand Air Compressor, Model HP450WTR, s#356750 (E-8114)
2010 Ingersol-Rand/Doosan Whisperized Air Compressor, SN 415895
2010 Atlas 125PSI Portable Air Compressor, Model XAS 375JXD6, SN HOP070792 (E-8118)
GENERATORS:
---
Generator DCA-100 on trailer, S/N 7400095 (E-7012)
1000kw Onan Generator, S/N K060995923, mounted in container and chassis
Multiquip Generator DCA-25, SN 7105404
1988 Spectrum 350 KW Generator w/ Series 60 Detroit Diesel Engine S/N:06R0467015, Model #6063TK35
VMA Cargo Trailer & generator for Aries Well Monitoring System (E-6307)
2017 Multiquip Towable Generator, Model DCA45SSIU, SN 7251984 (E-7423)
2018 Multiquip Towable Generator, Model DCA45SSIU, SN 7252865 (E-7422)
SWIVELS:
6-inch 150 ton, Sky-Tex reverse swivel and wash pipe
Brewster 4SX swivel
75 WP King Swivel, SN#728 (E-1108)
N75WP Swivel, 3" MNPT H/C-4.5" Reg LHP, S#742 (E-1109)
80 Ton Howard Turner Swivel, (E-1114)
King 75WP Swivel w/ Dodge Power Box (E-1145)
Rebuilt rubber packing swivel w/ lower sub (E-1146)
Swivel-Rig mod for reverse circulation (E-1147)
TONGS:
13-5/8 Power Tong (New from D&D; E-7014)
Eckle Power Tong, 13-3/8 tong unit (E-7007)
Rebuilt Scorpion Chain Tongs, SN 744-DM, Engine SN PP-801-H (E-7020)
HAMMERS:
Drill Hammer & Accessories (E-3032)
Drill Hammer (E-3033)
8" Down hole hammer, QL8 Shank (E-3034)
6-5/8" REG PIN HEX Hammer w/ 45 gal lubricator assembly (E-5204)
OTHER EQUIPMENT:
Washington rotary ctrl head S-1300; labor & freight; Washington rotary ctrl head bushings, seals, couplings (E-8500)
11½" O.D. down hole fishing magnet complete with guides and lift sub
Amarillo Right Angle Gear Drive S75A (from Lanai)
Amarillo Dual Gear Drive, 1125 HP, SN 163198 (E-7600)
Amarillo Dual Gear Drive, 1125 HP, SN 121091 (E-7609)
300' - 8" Medium Duty Discharge Hoses (E-9616)
1,000' - 6" Flat Hose (E-9617)
20 Ton Slip Type Elevator (E-8639)

Schedule 3.4

Purchase Price Allocation

None. Since transaction is structured as a stock purchase and not an asset purchase.

Schedule 4.5

Financial Statements

Years ended September 30, 2023 and 2024

Schedule 4.8

Inventories

No obsolete or unusable inventory.

Schedule 4.9

Intellectual Property

1. The name “Water Resources International, Inc.”

2. WRI email addresses: wri.us.com

Schedule 4.11

Title to Assets

No exceptions.

Schedule 4.12

Taxes

No exceptions.

Schedule 4.15

No Other Changes

No exceptions.

Schedule 4.16

Potential Warranty Claims

Job No.	Job Name
680	Kaupulehu Potable Well No. 9
677	Pearl City Wells
TBD	Makai Monitoring Well

Schedule 4.17

Compliance with Laws

To the best of the knowledge of Seller, there are no instances of non-compliance with any applicable laws.

Schedule 4.18

Governmental Authorizations

Item 1. GE Tax License

Item 2. WRI Contractor License

Item 3. Blaise Clay RME contractor license

Item 4. State of Hawaii – Certificate of Tax Compliance

Item 5. DCCA Annual Report Filing

Schedule 4.19

Legal Proceedings

To the best of the knowledge of Seller, there is no litigation pending or threatened against the Company which might result in material adverse damage to the Company.

Schedule 4.20

Judgements and Orders

To the best of the knowledge of Seller, there are no judgments or orders pending against the Company.

Schedule 4.21

List of Employees and Labor Matters

Name	Job Title	Hire Date
Denise Miyasato	VP	10/21/05
ChadArima	Project Mgr	10/18/23
Stacie Moreno	Accountant	3/27/13
Joyce Keala	AdminAsst	7/24/23
Fili Lauano	Driller	6/8/15
Charles Rice	Driller	1/23/19
Gerald Tripp III	Driller Helper	2/13/19
Lono Balai	Driller Helper	12/5/22
Name		Hire Date
---	---	---
Joseph Andrade III	Driller Helper	8/15/07
Sean Kinney	Driller Helper	4/8/19

Schedule 4.22

Environmental Law

To the best of the knowledge of Seller, the Company is in all respects in compliance with environmental laws.

Schedule 4.25

Safety Matters

To the best of the knowledge of Seller, the Company is in all respects in compliance with Safety Matters and requirements.

Schedule 8.4

Required Third-Party Consents

None Required

EXHIBIT A

PROMISSORY NOTE

Borrower:	Denise Miyasato<br><br>Chad Arima<br><br>Eric Eldred	Lender:	Barnwell Industries, Inc. for itself and as agent for Barnwell of Canada, Limited<br><br>1100 Alakea Street, Suite 500<br><br>Honolulu, Hawaii 96813

Principal Amount: $800,000.00 Date of Note: March ____, 2025

PROMISE TO PAY. Denise Miyasato, Chad Arima and Eric Eldrid (“Borrower”) jointly and severally promise to pay to Barnwell Industries, Inc. for itself and as agent for Barnwell of Canada, Limited (“Lender”), or order, in lawful money of the United States of America, the principal amount of EIGHT HUNDRED THOUSAND AND NO/100 Dollars ($800,000.00), in the following installments, on or before:

(a) May 15, 2025: $200,000;

(b) June 16, 2025: $150,000;

(d) August 15, 2025: $150,000; and

(e) September 15, 2025: $150,000.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due.

DEFAULT INTEREST. No interest will be charged in the event the five installment payments are timely paid. Upon Borrower default in timely making the above payments, the unpaid balance on the Note will start to accrue interest at the rate of six percent (6%) per annum.

DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Water Resources International, Inc. (“WRI”) fails to timely perform its obligations under the Security Agreement securing payment of the Note entered into between WRI and Lender of even date herewith.

Insolvency. Insolvency of Borrower, the appointment of a receiver for any part of any Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against any Borrower.

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LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will be obligated to pay that amount.

ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender the expenses of collection. This includes, subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whether or not there is a lawsuit, including attorneys’ fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by the laws of the State of Hawaii without regard to its conflicts of law provisions.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, their respective successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

BORROWER:<br><br><br><br><br><br><br><br><br><br>Denise Miyasato<br><br><br><br><br><br><br><br><br><br>Chad Arima<br><br><br><br><br><br><br><br><br><br>Eric Eldred

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EXHIBIT B

ACCOMMODATION SECURITY AGREEMENT

1.WATER RESOURCES INTERNATIONAL, INC. (“Grantor”), hereby grants to BARNWELL INDUSTRIES, INC. for itself and as agent for BARNWELL OF CANADA, LIMITED (“Lender”), a security interest at the collateral described in Schedule A attached to this Agreement (“Collateral”).

2.Obligations Secured. Grantor has granted the security interest in the Collateral to Lender for the purpose of securing payment of that certain Promissory Note made by Denise Miyasato, Chad Arima and Eric Eldrid payable to Lender in the amount of $800,000.00 executed of even date herewith. The Lender’s security interest of assets is listed on Schedule-A, and shall not extend to newly purchased equipment, future revenue, or intangible assets.

3.Perfection of Security Interest. With respect to the Lender's perfection of its security interest in the Collateral, Grantor agrees with the Lender as follows. Grantor authorizes the Lender to file one or more financing statements describing the Collateral. Such financing statements may be filed prior to the date of this Agreement and may be amended and continued by the Lender as the Lender deems necessary or advisable.

4.Supplements; Further Assurances. Grantor agrees that at any time and from time to time at its expense, Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Lender deems appropriate or advisable, in order to initially perfect and thereafter preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies hereunder.

5.Protection and Insurance of Collateral. Grantor will take reasonable efforts in good faith, at all times, to protect the Collateral against damage or loss. Grantor will also insure all insurable Collateral against such hazards and in such amounts as Lender may require, under policies containing endorsements naming Lender as loss payee and prohibiting any cancellation or material revision in such policies without 30 days' prior written notice to Lender.

6.Tax and Other Liens. Grantor shall pay promptly when due all taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith.

7.Reasonable Care. Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equivalent to that which Lender, in its own capacity, accords its

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own property. Lender shall have no responsibility for taking any necessary steps to preserve rights against any other persons with respect to any Collateral.

8.Events of Default.

(a) Definition. As used in this Agreement, the term "Event of Default" has the meaning given in the Promissory Note.

(b) Remedies; Obtaining the Collateral Upon Event of Default. If any Event of Default shall have occurred and be continuing, and 30 days’ written notice has been provided to Borrower, Lender may, at any time or from time to time during such Event of Default:

(1) Personally, or by agents or attorneys, immediately take possession of the Collateral (As defined in schedule-A) or any part thereof, with or without notice or process of law, and for that purpose may enter upon the premises where any of the Collateral is located and remove the same.

(2) Take possession of the Collateral or any part thereof, by directing Grantor in writing to deliver it to Lender at any place or places designated by Lender, in which event Grantor shall at its own expense:

(i) cause the same to be moved to the place or places so designated by Lender;

(ii) store and keep any Collateral so delivered to Lender at such place or places pending further action by Lender as provided in Section 8(c) below; and

(iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition.

(c) Remedies; Disposition of the Collateral. Lender may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Uniform Commercial Code in effect in the State of Hawaii at the time of an Event of Default. Lender may also, without notice except as specified below, sell the Collateral or any part thereof public or private sale, at any exchange, broker's board or at any of Lender's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Lender may deem commercially reasonable. Lender may be the purchaser of any or all of the Collateral at any such sale to the extent permitted by law and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at such sale, to use and apply any of the Obligations as a credit on account of the purchase price. Each purchaser at any such sale shall acquire the property sold absolutely free

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from any claim or right on the part of Grantor, and Grantor hereby waives (to the fullest extent permitted by law), all rights of redemption, stay or appraisal under any rule of law or statute now existing or hereafter enacted. To the extent notice of sale shall be required by law, at least 10 days' notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place at and to which it was so adjourned. Grantor waives, to the full extent permitted by law, any claims against Lender arising by reason of the fact that the price at which any Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale, even if Lender accepts the first offer received and does not offer such Collateral to more than one offeree.

9.Application of Proceeds. After and during the continuance of an Event of Default, all cash held by Lender in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied from time to time to payment of the Promissory Note.

10.No Waiver. No failure on the part of Lender to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Lender of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein provided are to the full extent permitted by law cumulative and are not exclusive of any remedies provided by law.

11.Notices. Any notices or consents required or permitted by this Agreement shall be in writing and may be delivered in person or sent by United States mail or by email and shall be deemed delivered when delivered in person or when deposited in the United States mail, certified, postage pre-paid, return receipt requested, or when sent by email during normal business hours and there is an email or by mail confirmation of receipt, to the address of the parties as set forth opposite their respective signatures below, unless such address is changed by written notice hereunder.

12.Applicable Law; Jurisdiction. The laws of the State of Hawaii shall govern the construction of this Agreement and the rights and remedies of the parties hereto. Grantor irrevocably consents and submits to the exclusive jurisdiction of the state courts of the State of Hawaii and the United States District Court for the District of Hawaii with respect to any action instituted under this Agreement.

13.Binding Effect and Entire Agreement; Joint and Several Liability. This Agreement shall inure to the benefit of, and shall be binding on, Lender and its successors and

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assigns and Grantor and their respective heirs, successors and assigns. This Agreement, together with all other documents evidencing or securing the Note, constitutes the entire agreement between Lender and Grantor.

14.Amendments; Consents. No amendment, modification, supplement, termination, or waiver of any provision of this Agreement, and no consent to any material departure by Grantor therefrom, may in any event be effective unless in writing signed by Lender, and then only in the specific instance and for the specific purpose given,

15.Severability. If any provision of this Agreement shall be held invalid under any applicable law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision, and, to this end, the provisions of this Agreement are severable.

16.Waiver of Jury Trial. Grantor and Lender hereby waive their respective rights to a trial before a jury in connection with any dispute, proceeding or claim arising out of, or in any way related to, this Agreement.

17.Counterparts. This Agreement may be executed in counterparts, each of which shall be an original instrument and all of which shall together constitute one and the same agreement.

[The following page is the signature page.]

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IN WITNESS WHEREOF, Grantor and Lender have duly executed this Security Agreement as of the ____ day of _____________, 2025.

GRANTOR: WATER RESOURCES INTERNATIONAL, INC. By ____________________________ Name: Denise Miyasato Its: President By ____________________________ Name: Chad Arima Its: Chief Executive Officer By ____________________________ Name: Eric Eldred Its: Chief Operating Officer (add mail and email address for Grantor)

LENDER: BARNWELL INDUSTRIES, INC. for itself and its agent as aforesaid By ____________________________ Name: Alexander C. Kinzler Its: General Counsel and Secretary 1100 Alakea Street, Suite 500 Honolulu, Hawaii 96813 Attention: Alex Kinzler (akinzler@brninc.com)

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SCHEDULE A

Collateral List

•Western Star Truck

•1000KW Onan Generator

•Summit Pump

•Summit Transformer

•VFD: 540KVA Variable Speed Drive, SN 13946707 (E-8640)

•Dodge 3500 Truck

•Toyota Tacoma Truck

•Rig #4: Spencer Harris Model 7000 Portable Rotary Drilling Rig (SN: 2762471) mounted on three axle trailer

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Document

Exhibit No. 31.1

Certifications

I, Craig D. Hopkins, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Barnwell Industries, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 15, 2025	/s/ Craig D. Hopkins
		Craig D. Hopkins
		President and Chief Executive Officer

Document

Exhibit No. 31.2

Certifications

I, Russell M. Gifford, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Barnwell Industries, Inc.;

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 15, 2025	/s/ Russell M. Gifford
		Russell M. Gifford
		Executive Vice President, Chief Financial Officer, and Treasurer

Document

Exhibit No. 32

Barnwell Industries, Inc.

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Barnwell Industries, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2025 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned officers of the Company does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 15, 2025	/s/ Craig D. Hopkins
		Name: Craig D. Hopkins
		Title: President and Chief Executive Officer
Dated:	May 15, 2025	/s/ Russell M. Gifford
		Name: Russell M. Gifford
		Title: Executive Vice President, Chief Financial Officer, and Treasurer

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

A signed original of the written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.