Barnwell Industries, Inc. Announces Closing of Previously Announced Private Placement Led by Bradley Radoff

Rhea-AI Summary

Barnwell Industries (NYSE American: BRN) announced it closed a private placement on December 3, 2025, raising approximately $2.4 million in gross proceeds.

The company issued 2.2 million shares of common stock at $1.10 per share. Purchasers (excluding board, management and one other) also received warrants to buy up to 1.0 million shares at an exercise price of $1.65 per share, exercisable after a six‑month delay and expiring in 3 years. The securities were sold in a private placement relying on exemptions from registration under the Securities Act.

The company said net proceeds will be used for general corporate purposes, strengthening the balance sheet, supporting operations, and pursuing strategic initiatives.

Positive

• Gross proceeds of approximately $2.4 million
• Issued 2.2 million shares at $1.10 per share
• Warrants cover up to 1.0 million shares at $1.65

Negative

• Immediate dilution from issuance of 2.2 million shares
• Potential future dilution from up to 1.0 million warrants
• Securities are unregistered, limiting short‑term resale liquidity

Insights

Capital Markets Strategist

Barnwell closed a small private placement raising $2.4 million to support operations and strategic work.

Barnwell issued 2.2 million common shares at $1.10 and warrants for up to 1.0 million shares exercisable at $1.65 after a six‑month hold for a three‑year term. The transaction relied on Section 4(a)(2)/Reg D exemptions and the proceeds are earmarked for general corporate purposes, balance sheet strengthening, and operational support.

The business impact is modest and conditional: the financing provides near‑term liquidity but dilutes existing equity if warrants are exercised. Watch filings for use of proceeds, dilution timing when warrants become exercisable after six months, and any disclosures in subsequent SEC filings over the next 3 years that clarify strategic initiatives or material changes to capital plans.

HONOLULU, HI / ACCESS Newswire / December 3, 2025 / Barnwell Industries, Inc. (NYSE American:BRN) ("Barnwell" or the "Company") today announced that it has closed its previously announced private placement of common stock and warrants raising gross proceeds of approximately $2.4 million from accredited investors.

Under the terms of the transaction, Barnwell issued an aggregate of 2.2 million shares of common stock at a purchase price of $1.10 per share. In addition, purchasers of the common stock, other than members of the Company's Board of Directors or management and one other purchaser, received warrants to purchase up to 1.0 million additional shares of common stock at an exercise price of $1.65per share, with a term of 3years (collectively, the "Securities") following a six month period during which they cannot be exercised. The Securities sold in this private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Philip Patman, Jr., Executive Vice President of Finance and Director, commented:
"We are pleased to complete this financing, which provides additional financial flexibility as we continue to advance operational priorities and evaluate opportunities to enhance long-term shareholder value."

The Company intends to use the net proceeds from the private placement for general corporate purposes, including strengthening its balance sheet, supporting existing operations, and pursuing strategic initiatives.

Additional details regarding the private placement are available in the Company's filings with the Securities and Exchange Commission.

Important Information

The offer and sale of the foregoing securities were made in a private placement in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and applicable state securities laws. Accordingly, the securities offered in the private placement may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

Additional information regarding this private placement is available in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission.

About Barnwell Industries, Inc.

Barnwell Industries, Inc. (NYSE American:BRN) is a diversified company with operations and interests in energy and related assets. The Company is focused on disciplined capital allocation, operational excellence, and high-return growth opportunities.

Forward-Looking Statements

Certain information contained in this press release contains "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current beliefs and expectations of our board and management team that involve risks, potential changes in circumstances, assumptions, and uncertainties, include various estimates, forecasts, projections of Barnwell's future performance, and statements of Barnwell's plans and objectives. 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. Any or all of the forward-looking statements may turn out to be incorrect or be affected by inaccurate assumptions Barnwell might make or by known or unknown risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including risks related to our ability to execute on our strategy and business plan and the other risks forth in the "Forward-Looking Statements," "Risk Factors" and other sections of Barnwell's Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (as amended on Form-10-K/A filed on January 27, 2025) and Barnwell's other filings with the Securities and Exchange Commission. Investors should not place undue reliance on the forward-looking statements contained in this press release, as they speak only as of the date of this press release, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein.

COMPANY:
Barnwell Industries, Inc.
1100 Alakea Street, Suite 500
Honolulu, HI 96813
Telephone: (808) 531-8400
Fax: (808) 531-7181
Website: www.brninc.com

CONTACT:
Kenneth S. Grossman
Chairman of the Board of Directors
Email: kensgrossman@gmail.com

SOURCE: Barnwell Industries, Inc.

View the original press release on ACCESS Newswire

FAQ

How much did Barnwell (BRN) raise in the December 3, 2025 private placement?

Barnwell raised approximately $2.4 million in gross proceeds.

How many shares did Barnwell (BRN) issue in the December 3, 2025 offering?

Barnwell issued an aggregate of 2.2 million shares of common stock at $1.10 per share.

What warrant terms accompanied Barnwell's (BRN) December 3, 2025 private placement?

Purchasers (excluding board/management and one purchaser) received warrants for up to 1.0 million shares at $1.65, exercisable after six months, expiring in 3 years.

What will Barnwell (BRN) use the net proceeds for from the December 3, 2025 financing?

The company intends to use net proceeds for general corporate purposes, strengthening the balance sheet, supporting operations, and pursuing strategic initiatives.

Are the securities from Barnwell's (BRN) December 3, 2025 placement registered for resale?

No; the securities were sold in a private placement relying on exemptions and are not registered under the Securities Act.

When do Barnwell (BRN) warrants from the December 3, 2025 placement become exercisable and when do they expire?

Warrants become exercisable after a six‑month period and expire 3 years from issuance.