BRN

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 14, 2022

BARNWELL INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

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)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  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. ☐

 

As of December 14, 2022, Barnwell Texas, LLC (“Barnwell Texas”), a subsidiary of Barnwell Industries, Inc. (the “Company”), entered into a Purchase and Sale Agreement with Alchemist Energy LeaseCo, LP (“AEL”) whereby Barnwell Texas acquired from AEL a 22.3% non-operated working interest in oil and gas leasehold acreage in the Permian Basin in Texas, together with associated contracts, contract rights, joint venture interests and other related assets (the “Purchase and Sale Agreement”). The effective date of the Purchase and Sale Agreement was December 1, 2022. In connection with the purchase of such leasehold interests, Barnwell Texas acquired a 15.4% non-operated working interest in two planned oil wells in Texas (the “Wells”).

 

The purchase price for the interest in the leasehold acreage was US$ 805,651.  In addition, Barnwell Texas was required to pre-pay its share of the estimated costs to drill, complete and equip the Wells. The amount of the pre-payment made by Barnwell Texas was US$ 4,293,162. Both the purchase price and the pre-payment amount were paid from the Company’s available cash.

 

The foregoing description of the Purchase and Sale Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase and Sale Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending December 31, 2022 and is incorporated herein by reference.

 

 

(d)

Exhibits

 

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 hereunto duly authorized.

 

Exhibit Index

 

         

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