Ned Sherwood Sent A Letter To Shareholders Of Barnwell Industries Inc

To Our Fellow Stockholders of Barnwell Industries Stockholders:

This Consent Statement and the enclosed BLUE consent card are being furnished by Ned L. Sherwood, MRMP-Managers LLC and Ned L. Sherwood Revocable Trust (collectively, the “Sherwood Group”). As of the date of this Notice, the Sherwood Group beneficially owns together 3,006,033.138 shares of common stock (the “Common Stock”) of Barnwell Industries Inc., a Delaware corporation (“Barnwell”, “BRN” or the “Company”).1 Together, the Sherwood Group’s holdings are 29.90% of the Company’s outstanding Common Stock.

As you may have seen from my open letters to shareholders issued on January 21, 2025, January 28, 2025, February 5, 2025 and February 19, 2025, owning stock in Barnwell has been a disappointment for many investors. Our sole objective is to put in place a Board that can execute a strategy that will lead to a turnaround in financial performance and the realization of Barnwell’s potential. Our Nominees are committed to adopting and overseeing a business strategy designed to create value for stockholders and objectively consider all strategic alternatives available to the Company in order to maximize stockholder value. See “Reasons for Consent Solicitation” in this Consent Solicitation. The reason this consent solicitation is critical is because Barnwell continues to lose money and, yet, BRN and current Directors Kinzler, Grossman and Horowitz (i.e., the “Majority Board”) of the Board of Directors of the Company (the “Board”) have gone to great lengths and spent significant Company resources in order to protect BRN stockholders from the “damaging actions” that would occur if the Board’s decisions were governed by a majority slate selected by the Sherwood Group (the “Opposing Slate”).

BRN’s share price during the past several years has been abysmal. Since Kinzler was named President & COO in 2002, and as of the date this Consent Solicitation was originally filed on March 5, 2025, the share price has seen a decline of 53.5%! A similar investment in the S&P 500 over this same period would have produced a positive return of 418.6%. Therefore, I wonder what the Majority Board thinks I could do that would destroy value for BRN stockholders? The Majority Board has also repeatedly claimed that I am attempting to “take over the Company without paying a control premium.” As disclosed in my filings and in this Consent Solicitation, my shareholdings total 29.90% of the Company’s outstanding shares. As not shown in any filings but instead communicated in emails to me from a Special Committee of the BRN Board, Kinzler represents that he is part of a “group” with the Magaro family that controls 25% of the shares outstanding. If Kinzler’s representations are true, his group holds almost as much as my shareholdings; and, therefore, let’s see whether the remaining stockholders opt for the Opposing Slate in this Consent Solicitation, or they opt for the status quo? In my opinion, the Majority Board should stop wasting money on lawyers and let the stockholders decide.

Given the Special Committee’s recent communications and baseless threats against my Sherwood Group, it has become clear that the Company is clearly averse to having Board candidates that currently own shares in BRN (I cannot fathom why they have taken this position). As such, in connection with this Consent Solicitation, the Sherwood Group is proposing a new slate of candidates that, other than the Sherwood Group, hold zero shares of Barnwell. I am tired of the endless excuses and obstacles the Company continues to claim exist in moving forward with a new board that is extremely qualified (in the case of this new slate, the Nominees have over 172 years of collective experience) and should be given their fair chance to turn BRN around for all shareholders before it is too late. The actions of Messrs. Kinzler, Grossman and Horowitz serve only to protect themselves and allow them to maintain “control” of BRN without a control premium to stockholders.

1 The breakdown of the holdings of the Sherwood Group, as of the Record Date, is as follows: (i) MRMP-Managers LLC, of which I am the Chief Investment Officer, is the beneficial owner of 2,767,995.138 shares of Common Stock; and (ii) the Ned L. Sherwood Revocable Trust, of which I am the sole trustee and beneficiary, is the beneficial owner of 238,038 shares of Common Stock, 100 shares of which are held of record.

We are soliciting your consent for three proposals, the effect of which will be to remove the remaining members of the Board currently in office (and any person who may be appointed by the incumbent directors to fill any vacancy or newly created directorship prior to the effectiveness of these proposals); to elect five extremely qualified professionals, four of whom are independent of the Sherwood Group (as well as independent of the Company under the NYSE Listing Rules), to fill the five vacancies resulting from the removal of the incumbent directors; and to ensure the Majority Board does not try to game the system by retroactively amending the Company’s bylaws. Apart from myself, our Nominees are independent of the Sherwood Group - none of them has any existing or prior ties, financial or otherwise, to the Sherwood Group or any of their affiliated entities. Please note that we do not expect to have any more influence with our Nominees than any other stockholder.

If our Consent Solicitation is successful, our nominees, (i) James Cornell (extensive operating experience and oil and gas experience), (ii) Heather Isidoro (oil and gas experience), (iii) Stuart Oran (operating experience and extensive public company board service), (iv) Ned L. Sherwood (over 40 years of private equity and general business expertise) and (v) Greg Sullivan (extensive public company finance, having been the CFO or COO for three publicly-traded companies) (the “Nominees”), will constitute the Board of Directors of the Company. The Consent Solicitation includes extensive bios for each proposed Nominee, but the slate was put together to address the various disciplines and expertise that I believe are necessary for BRN to achieve success in the future. To sum up briefly –

1) James Cornell has over 37 years of experience in the nuclear fuel industry and in other natural resource areas, such as oil and gas. He has extensive experience building and growing companies, including as President of Nukem where he built the company into one of the largest international suppliers of nuclear fuel. James is more than capable in helping the Company to streamline operations and maximize capabilities.

2) Heather Isidoro is a seasoned oil and gas professional with over 25 years of experience, who, worked at Pine Cliff Energy (our partner in BRN’s largest Canadian oil field - Twining) for seven years including five as the Vice President of Business Development. She is a licensed Professional Engineer and currently serves as an independent director for a public company board, Helium Evolution, also serving as the ESG and Reserves Committee Chair. Heather has been a Director of the Petroleum Acquisitions and Divestitures Association (PADA) for ten years, and Association President since 2020. Given Heather’s extensive 25 years of experience in the industry, she is highly capable of providing current CEO Craig and his team with valuable advice to improve results.

3) Stuart Oran has been an operating executive, investor and advisor in numerous industries for more than 40 years. He was a senior executive at United Airlines where he led a $6 billion international division and has spent 14 years as a partner and advisor with a middle market private equity firm. He has extensive public company board experience (Wendy’s, Red Robin, Spirit Airlines, and several financial services businesses) and given his significant legal background as a corporate lawyer for more than 20 years at Paul Weiss and has significant corporate governance expertise.

4) Ned L. Sherwood will attempt to utilize his over 40 years of experience in private equity and investing to make BRN another successful investment in his portfolio.

5) Greg Sullivan has over 30 years as a highly experienced financier. He has a broad background in private and public companies, has served as an investment banker in mergers & acquisitions and, among other roles, was the CFO or COO of three NYSE-traded companies.

We believe our Nominees will be objective, experienced and thoughtful directors who can help guide the Company to a business plan that will lead to operational and financial success, for the benefit of all stockholders. Importantly, our Nominees have expertise in the Company’s industry, significant finance experience, mergers & acquisitions expertise and substantial investment expertise. These Nominees would bring decades of combined knowledge from their current and prior operational roles, including their vast public company experience, onto the Board of the Company. The Nominees are committed to adopting and overseeing a business strategy designed to create value for stockholders, optimizing the Company’s oil and gas assets and operations and identifying add-on acquisitions to utilize Barnwell’s $49.4 million tax loss carryforward. The Nominees are committed to cutting costs and expenses, objectively considering all strategic alternatives available to the Company in order to maximize stockholder value and move Barnwell forward.

We urge you to carefully consider the information contained in the attached Consent Statement and then support our efforts by signing, dating and returning the enclosed BLUE consent card today. The attached Consent Statement and the enclosed BLUE consent card are first being furnished to stockholders on or about March [●], 2025. We urge you not to sign any revocation of consent card that may be sent to you by Barnwell.

If you have any questions or require any assistance in executing your consent, please contact Sherwood Group, c/o/ Alliance Advisors, 200 Broadacres Drive, 3rd Floor, Bloomfield, NJ 07003 (Shareholders call toll-free: 1 (833) 215-7301, or Email: brn2025@allianceadvisors.com)

Thank you for your consideration,

Ned L. Sherwood

Source:

https://www.sec.gov/Archives/edgar/data/10048/000121390025022960/ea0234003-prrn14a_barnwell.htm