Barnwell Q&A details C$9M Canadian oil and gas sale: C$4M cash plus C$5M royalty

BARNWELL INDUSTRIES INC

Base price C$9M: C$4M cash plus a 5% gross overriding royalty valued at C$5M; price subject to working-capital adjustments; buyer placed C$1M deposit in escrow.
Sale agreement signed October 5, 2026 with a local Canadian corporation; buyer acquires shares of the Canadian operating company and a related intercompany note.
Buyer affiliate may purchase the retained royalty for C$5M any time after closing, with prior royalty payments not reducing that price; C$500,000 termination fee applies.
Site restoration and abandonment obligations move to the buyer at closing, but Barnwell keeps contractual indemnification obligations under the sale agreement.
Consideration is payable to Barnwell and a subsidiary, not shareholders directly; no distribution declared, and the deal requires shareholder approval and a proxy statement.

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