Barnwell Industries, Inc. · AMEX:BRN
Barnwell Industries — Proxy Contest (April 2025)
20 slides from Barnwell Industries's proxy contest presentation, Apr 21, 2025
Slide 1: Investor Presentation April 2025
Investor Presentation April 2025
Slide 2: Today's Agenda
Today’s Agenda 1• Company Overview 2• Long-Term Strategic Plan 3• Company Nominees 4• Rebuttals to Sherwood’s Assertions 5• Sherwood’s Distractions: Past and Present 6• Barnwell’s Attempts at Reconciliation with Sherwood 1 BARNWELLINDUSTRIES,INC.
Slide 3: Company Overview
Barnwell Industries, Inc. is a diversified public company principally engaged in exploitation and development of long- reserve life oil and natural gas assets Canada and the US with a Land Investment Segment primarily associated with residential real estate development in Hawaii Company History and
Slide 4: Company Overview – Oil and Natural Gas Segment
Company Overview – Oil and Natural Gas Segment Since 2014, the Company has taken actions to bolster its balance sheet by divesting mature natural gas and heavy oil properties and its water drilling subsidiary, ultimately allowing Company to remain free of significant debt 1 20+ divestitures since 20
Slide 5: Company Overview – Land Investment Segment
Company Overview – Land Investment Segment Barnwell holds a 10-20% minority interest in oceanside developments in the North Kona District of the Big Island of Hawaii Area is anchored by the ultra-luxury Kūkiʻo and Hualalai Resorts, adjacent to the Four Seasons Resort Hualalai at Historic Kaupulehu C
Slide 6: Long-Term Strategic Plan
3 5 5 BARNWELLINDUSTRIES,INC. 2 Long-Term Strate gic Plan Focus Area Strategic Initiatives 1 Divesting Legacy Assets In March 2025, the Company completed its multi-year liquidation of its water drilling subsidiary (Water Resources International) for a final sale price of $1,050,000; proceeds current
Slide 7: Company Nominees
Company Nominees 3 Ken Grossman Vice Chairman Independent Director Director Since: 2020 (Vice Chairman since April 2024; 2020-2021) Investor and attorney specializing in companies undergoing and/or emerging from restructuring or reorganization; extensive experience in advising investors as well as l
Slide 8: Company Nominees
Company Nominees 3 Josh Horowitz Independent Director Director Since: 2023 Capital markets and asset management expert, deep knowledge of value investing strategies; significant management and public company board experience bring significant insight into corporate operations, investment opportuniti
Slide 9: Company Nominees
Company Nominees 3 Philip McPherson Independent Director Director Since: N/A – current nominee (Director from 2020 – 2023)1 Brings significant executive management and executive oil and gas experience as a C-suite executive of several companies over his career; considered an expert on California E&P
Slide 10: Company Nominees - Comparison of Company vs. Sherwood Nominees
Company Nominees - Comparison of Company vs. Sherwood Nominees 3 Criteria Co. Nominees Sherwood Nominees 1. Equity Ownership in Barnwell Current Board (plus family members) own over 1,870,000 shares (18.6% beneficial ownership) of the Company Besides Sherwood himself, none of Sherwood’s nominees inc
Slide 11: Rebuttals to Sherwood Demands
Rebuttals to Sherwood Demands 4 8 While we intend to retain the Company's partnership interest in the Hawaiian land assets, we see no justification for maintaining a physical presence there. “ Although [the Kinzler family] owned approximately 25 - 30% of BRN shares, they managed to garner 100% of th
Slide 12: Rebuttals to Sherwood Demands
Rebuttals to Sherwood Demands 4 The adoption of the [rights plan in January 2025] . . . clearly was aimed at materially adversely affecting the Sherwood Group. In fact, the Sherwood Group is the only one immediately impacted by the plan. BRN‘s impairments during the past six months total 24.9% of it
Slide 13: Rebuttals to Sherwood Demands: Shareholder Returns
Rebuttals to Sherwood Demands 4 Barnwell Shareholders Suffered Abysmal Returns History of Declining Revenues and Operating Losses. “ Sherwood Comment Company Rebuttal The Company paid dividends totaling $.075 per share in FY 2022 and 2023, opposed by Sherwood’s board nominees. Prior to 2008, the Com
Slide 14: Rebuttals to Sherwood Demands: Any Credible Ideas Already Implemented
Rebuttals to Sherwood Demands: Any Credible Ideas Already Implemented 4 Strategy Item Progress Reduce Kinzler’s Pay Transition Kinzler Out of CEO Role and Appoint New CEO Reduce Board Compensation Reduce SG&A* Sell or Shut Down Water Resources (WRI) Invest in High Return on Capital Projects (via new
Slide 15: Sherwood's Distractions: Past and Present
5 Sherwood’s Distractions: Past and Present Intentionally Distracting Sherwood has been disruptive since first holding a stake in Barnwell in 2012 Sherwood’s campaigns against Barnwell have cost the Company over $1M per year since 2020 Sherwood’s board designees have lodged baseless accusations of u
Slide 16: Sherwood's Distractions: Past and Present
Sherwood’s Distractions: Past and Present 5 Sherwood has no plan other than control – at the expense of shareholders and without paying any premium for that control 15 BARNWELLINDUSTRIES,INC. Sherwood has failed to produce ANY credible or legitimate plan for the Company – and any reasonable suggesti
Slide 17: Sherwood's Distractions: Past and Present
Sherwood’s Distractions: Past and Present 5 Sherwood lacks expertise in oil and gas - Barnwell estimates that Sherwood’s ideas since 2020, should they have been implemented, would have lost shareholders at least $22 million of value Sherwood’s demand to sell the Land Investment segment in Hawaii and
Slide 18: Barnwell's Attempts at Reconciliation with Sherwood
Barnwell’s Attempts at Reconciliation with Sherwood 6 Barnwell has attempted to avoid a public campaign by offering Sherwood a settlement that included appointing him to the Board. Offered to extend the 2023 Settlement Agreement Also offered to endorse a seven-person board which included five direct
Slide 19: Do not sign any blue consent card
Do not sign any blue consent card and do not consent to Sherwood’s proposals. 18 BARNWELLINDUSTRIES,INC. If you have signed any blue consent card, you may revoke that consent by signing, dating and mailing the WHITE Consent Revocation Card immediately. Shareholders with questions or who need assista
Slide 20: Important Additional Information and Where to Find It
Important Additional Information and Where to Find It Barnwell Industries, Inc. (the “Company”) has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) on April 14, 2025 (the “Preliminary Proxy Statement”) in connection with the solicitation of proxies fo