Barnwell to sell Canadian oil and gas business for C$9M base price plus 5% royalty

BARNWELL INDUSTRIES INC

Base purchase price is C$9,000,000: C$4,000,000 cash plus a 5% gross overriding royalty valued at C$5,000,000, subject to working capital and indebtedness adjustments.
Buyer affiliate may call the 5% royalty anytime after closing for C$5,000,000, with no reduction for royalties already paid to Barnwell.
Purchaser 2798913 Alberta Ltd. paid a C$1,000,000 escrow deposit credited to the price at closing; termination fee is C$500,000.
Closing requires majority stockholder approval under DGCL Section 271 and is required by an outside date of January 18, 2027.
Barnwell separately announced termination of its defined benefit pension plan; reps and warranties survive 12 months with a C$2,000,000 indemnity deductible.

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